Competition and Confidential Information Sample Clauses

Competition and Confidential Information. The Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing confidential and proprietary information relating to the business and operations of the Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer and its affiliates and that its disclosure or use by others could cause substantial loss to the Employer and its affiliates. The Executive and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer ends. The Executive accordingly agrees that without Employer’s written consent, during the Employment Period, the Executive will not, either individually or as owner, partner, agent, employee, consultant, or in any other capacity, engage in any activity competitive with the Employer or any of its affiliates and will not on his own behalf, or on behalf of any third party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who was employed by the Employer or an affiliate on the Effective Date, without regard to whether that employee’s employment with the Employer has subsequently ceased for any reason. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than Ten percent (10%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.
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Competition and Confidential Information. 3 (a) Interests to be Protected..................................................................... 3 (b) Non-Competition............................................................................... 4 (c) Non-Solicitation of Employees................................................................. 4 (d)
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Competition and Confidential Information. All of the provisions of Article VI, Restrictive Covenants, of the Executive MSP are hereby incorporated by reference and made a part of this Agreement. Any term with initial capitalization in this Agreement which is not defined in this Agreement shall have the meaning assigned under the Executive MSP, the definitions of which are hereby incorporated by reference and made a part of this Agreement. Specifically, the defined terms under Article VI and the terms Change in Control, Separation from Service, Cause, Good Reason, and Disability have the meaning assigned under the Executive MSP. This Section 2.1 shall survive the termination of this Agreement.
Sample 1
Competition and Confidential Information. The Corporation hereby agrees, during the period in which the Executive is employed under this Agreement, to provide the Executive with continued access to the Trade Secrets and the Confidential Information, including its present and prospective business plans, detailed financial data, financing arrangements, marketing projections, customer lists, contracts between the Corporation and its customers, and bid proposals submitted by the Corporation to its customers. The Executive acknowledges that the Trade Secrets and the Confidential Information are updated on a continuous basis. Furthermore, the Executive and the Corporation recognize that, due to the nature of his association with the Corporation and WGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, as an executive in the future hereunder, the Executive will have access to and will acquire, and has assisted in and will assist in developing, confidential and proprietary information relating to the business and operations of the Corporation, WGI and the Affiliates, including information with respect to present and prospective business plans, financing arrangements, marketing projections, customer lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation, WGI, and the Affiliates and that disclosure or use by others could cause substantial loss to the Corporation, WGI and the Affiliates. The Executive will treat as confidential any Confidential Information, Trade Secrets, or proprietary information of the Corporation, WGI and the Affiliates that are now known to him or that hereafter may become known to him as a result of his employment or association with the Corporation, WGI or the Affiliates, and shall not at any time directly or indirectly disclose any such information to any person, firm or corporation, or use the same in any way other than in connection with the business of the Corporation, WGI and the Affiliates.
Sample 1
Competition and Confidential Information. Axesstel acknowledges that Bhagat will not be restricted from engaging in activities in the wireless industry, including activities which may compete against Axesstel; provided, however, that Bhagat acknowledges that he has an ongoing obligation to maintain the confidentiality of, and may not use or disclose, any of Axesstel’s proprietary non-public information that he received while a director at Axesstel.
Sample 1
Competition and Confidential Information. The Executive will have access to and will acquire, and may assist in developing confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, but not limited to, information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Company and its affiliates and that disclosure or use by others could cause substantial loss to the Company and its affiliates. The Executive accordingly agrees that, during the Employment Period and for a period of one year after the One Year Anniversary, the Executive will not, either individually or as owner, partner, agent, employee, or consultant, engage in any activity competitive with the Company or any of its affiliates and will not on his own behalf, or on behalf of any third party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Company or any of its affiliates who was actively employed by the Company or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Company. The Executive also agrees that, during the Employment Period and for a period of one year after the One Year Anniversary, the Executive will not, either individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Company from a current customer of the Company or a former customer of the Company with which the Executive has dealt on behalf of the Company, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the Company, or any of its affiliates, who was actively employed by the Company or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Company.
Sample 1
Competition and Confidential Information. 3 (a) Interests to be Protected........................................3 (b) Non-Competition..................................................4 (c) Non-Solicitation of Employees, Customers, or Acquisition Candidates.......................................................4 (d) Confidential Information.........................................4 (e) Return of Property...............................................5 (f) Disclosure of Information........................................5 (g) Assignment.......................................................5 (h) Equitable Relief.................................................5
Sample 1
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Competition and Confidential Information 
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Related to Competition and Confidential Information

  • Confidential Information Noncompetition and Cooperation The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Confidential Information and Non-Competition 10. In exchange for the mutual promises and obligations contained in this Agreement, and contemporaneous with its execution or soon thereafter, Employer promises to deliver to Executive or permit Executive to acquire, be exposed to, and/or have access to material, data, and information of the Company and/or its customers or clients that is confidential, proprietary and/or a trade secret (“Confidential Information”). At all times, both during and after the termination of employment, the Executive shall keep and retain in confidence and shall not disclose, except as required in the course of the Executive’s employment with the Company, to any person, firm or corporation, or use for the Executive’s own purposes, any Confidential Information. For the purposes of this Paragraph, such information shall include, but is not limited to:

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • E4 Confidential Information E4.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • 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:

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information.

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