Confidentiality and Competition. Executive agrees to the Confidentiality and Intellectual Property Agreement attached hereto as Exhibit A.
Confidentiality and Competition. The Consultant will not, except as authorized or required by the Consultant’s duties hereunder, reveal or divulge to any person or companies any Confidential Information (as defined below) concerning the Company or its business, or of any of its subsidiaries, which may come to the Consultant’s knowledge during the continuance of this Agreement, and the Consultant will keep in complete secrecy all Confidential Information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company’s business. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain through no act or fault of the Consultant. During this Agreement and for a period of two years following the effective date of Termination the Consultant shall not enter into any activity which would cause restriction or competition to the business of the Company and, without restricting the generality, shall not enter into the service of any competitor, shall not accept any position or effect any investment with a party which competes with the Company or which intends to compete with the Company, nor take any steps which would negatively affect the Company including such acts as inducing shareholders, financiers, bankers, brokers, suppliers, customers or members of the Company to leave the Company. The Consultant will also refrain from effecting negative acts in respect to the Company both during this Agreement or thereafter including refraining from such acts as spreading false or malicious rumours, comment, or innuendo, initiating communications which bring the reputation of the Company in disfavour or under suspicion, or otherwise effecting negative acts or campaigns towards the Company.
Confidentiality and Competition. 13.1 From the Effective Date and during this Agreement SMC will not engage in any business which reasonably may detract from, compete with or conflict with the Business, without disclosure to the Management Committee, and will not do so if a Party reasonably objects. However, this shall not prejudice the right or ability of a SMC to pursue existing business (except the business which is being transferred to the Joint Venture) or opportunities which have been disclosed to the Parties or appear on the public record nor prejudice future opportunities which, by standards of the industry, are not directly competitive with the Business.
Confidentiality and Competition a. In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee occupies a position of trust and confidence with the Company, the Employee acknowledges that he has provided, created and acquired and hereafter will provide, create and acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricing, selling techniques, special methods and processes involved in designing, assembling and operating computer programs previously and currently used by the Company and the application thereof to managed care programs and other related electronic data processing information respecting the Company's existing businesses and services and those developed during the term of this Agreement, as well as credit and financial data relative to the Company and its clients, and the particular business requirements of the Company's clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, the Employee has developed and may further develop on behalf of the Company a personal acquaintance with the Company's clients, which acquaintances may constitute the Company's only contact with such clients. For purposes of this Paragraph 8, the term "
Confidentiality and Competition. Employee agrees to sign and return to the Company the Non-Competition, Confidentiality, and Intellectual Property Agreement attached hereto as Exhibit B concurrently with the execution of this Agreement.
Confidentiality and Competition. (a) In consideration of the substantial benefits to be provided hereunder to the Employee by the Company, and in recognition of the fact that the Employee shall occupy a position of trust and confidence with the Company, Employee acknowledges that Employee has acquired and hereafter will acquire valuable and confidential information of a special and unique nature relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, employee rosters, client lists, software systems, products, business and financial methods and practices, plans, pricings, selling techniques and special processes involved in designing, assembling and operating computer programs and the application there of to hospital utilization review and other related electronic data processing information respecting the Company's present and prospective clients, and the particular business requirements of the Company's present and prospective clients, including the methods used and preferred by the Company's clients and fees paid by such clients. In addition, Employee has developed and may develop further on behalf of the Company a personal acquaintance of the Company's clients and prospective clients, which acquaintance may constitute the Company's only contact with such clients. As a consequence thereof, Employee has occupied and will occupy a position of trust and confidence with respect to the affairs of the Company, its products and services. In view of the foregoing and in consideration of the remuneration to be paid to Employee hereunder, Employee acknowledges and agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that he make the covenants contained in this Paragraph 10 regarding his conduct during and subsequent to his employment by the Company and that the Company will suffer irreparable injury if Employee engaged in any conduct prohibited thereby. Employee represents Employee's experience and/or abilities are such that the observance of the aforementioned covenants will not cause the Employee any undue hardships, nor will it unreasonably interfere with Employees's ability to earn a livelihood. Employee and the Company further agree that the covenants contained in this Paragraph 10 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Employee against the Company's whether predicated on ...
Confidentiality and Competition. Officer shall not divulge or ------------------------------- otherwise disclose, directly or indirectly, any trade secret or other confidential information concerning the business or policies of the Company or any of its affiliates which he may have learned as a result of his employment hereunder or prior thereto as an employee, officer or director of the Company or any of its affiliates, except to the extent such use or disclosure is (i) necessary to the performance of this Agreement and in furtherance of the Company's best interests, (ii) required by applicable law, (iii) lawfully obtainable from other sources or (iv) authorized by the Company. The provisions of this subsection shall survive the suspension or termination, for any reason, of Officer's employment hereunder. During the course of Officer's employment hereunder, Officer shall not compete, directly or indirectly, with the Company in the businesses then conducted by the Company.
Confidentiality and Competition. (a) You will not communicate or disclose to any unauthorized person, or use for your own account, without the prior written consent of the Chief Executive Officer of the Company, nonpublic information of any kind concerning the Company or any of its subsidiaries or affiliates, including, but not limited to, nonpublic information concerning finances, financial plans, accounting methods, strategic plans, operations, personnel, organizational structure, methods of distribution, suppliers, customers, client relationships, marketing strategies, real estate strategies or the like ("Confidential Information"). You shall not, between the date hereof and the Termination Date, remove any Confidential Information from the offices of the Company and you shall, on or before the Termination Date, return all Confidential Information in your possession, in whatever form, to the Company. The existence of this agreement and the terms hereof shall be considered to be Confidential Information. It is understood, however, that the obligations set forth in this paragraph shall not apply to the extent that the aforesaid matters (a) are disclosed in circumstances in which you are legally required to do so or (b) become generally known to and available for use by the public other than by your wrongful act or omission.
Confidentiality and Competition. 13.1 From the Effective Date and during this Agreement neither Party will engage in any business which reasonably may detract from, compete with or conflict with the Joint Venture.
Confidentiality and Competition. 6.1. The Customer hereby warrant and represent as follows:
