CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Executive will execute Confidentiality IP Agreement, provided, however that in the event of any conflict between any specific terms in this Agreement and the Confidentiality IP Agreement, the terms in this Agreement shall control.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) The Employee shall not, without the Company’s prior written consent, either directly or indirectly, (i) at any time during the Employee’s employment with the Company or any member of the IR Group and for three years after the Employee’s Termination, disclose any Confidential Information pertaining to the business of the Company or the IR Group, except when required to perform his or her duties to the Company or any member of the IR Group, by law or judicial process; or (ii) for the one year period after the Employee’s Termination (the “Restricted Period”) (A) be engaged in or have a financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business which competes with any business of the Company or any member of the IR Group, (B) solicit customers or clients of the Company or any member of the IR Group to terminate their relationship with the Company or any member of the IR Group or otherwise solicit such customers or clients to compete with any business of the Company or any member of IR Group or (C) solicit or offer employment to, or otherwise hire, any person who has been employed by the Company or any member of the IR Group at any time during the twelve months immediately preceding the termination of the Employee’s employment. If the Employee is bound by any other agreement with the Company or any member of the IR Group regarding the use or disclosure of confidential information, the provisions of this Section 7 shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. The parties acknowledge that the Company and its Affiliates have developed and will continue to develop valuable proprietary information, including, but not limited to, client lists and marketing strategies and has devoted significant time, effort and money to identifying and attracting new clients and expanding into new markets. In addition, the parties acknowledge that the Company's and its Affiliates' reputations for quality and service has earned the Company and its Affiliates valuable good will and that the Company's and its Affiliates' recruitment and training of high quality reporting, editorial, sales, marketing and operations personnel is a significant factor in its success. The parties further acknowledge that (i) unauthorized disclosure or use of any of the proprietary information of the Company or any Affiliate, (ii) any attempt to interfere with a business relationship between the Company or any Affiliate, on the one hand, and any clients thereof, on the other hand, (iii) any attempt to thwart, interrupt or prevent the progress of the marketing strategies of the Company or any Affiliate, (iv) any attempt to solicit employees of the Company or any Affiliate, or (v) any attempt to malign or impugn the reputation and good will of the Company or any Affiliate would cause irreparable harm to the Company and its Affiliates. For these reasons, the parties agree that:
CONFIDENTIALITY; COVENANT NOT TO COMPETE. The Employee shall not divulge to others any information obtained during the course of Employee's employment relating to the business, operations, customers, proprietary information or trade secrets of the Employer, without the written permission of the Employer. If this Agreement is terminated for any reason other than due to a breach by Employer, the Employee agrees not to own, hold an interest of any kind in, be employed by, operate or manage, directly or indirectly, any business engaged in any type of apparel manufacturing or any business in the same business as the Employer in the state of California for a period of two years from the date of such termination.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. 16.01 Manufacturer shall treat and maintain, and cause its employees and agents to treat and maintain, as Purchaser's confidential property, and not use or disclose to others during the Term hereof and for three (3) years following termination of this Agreement any information (including any technical information, experience or data) regarding Purchaser's products, plans, programs, operations, or customers which may be heretofore or hereafter disclosed to, or come within the knowledge of, Manufacturer, its directors, officers, employees or agents in the performance of this Agreement, without in each instance securing the prior written consent of Purchaser. 16.02 Each party shall treat and maintain, and cause its employees and agents to treat and maintain, the other party's information as confidential property, and not use or disclose to others any information (including any technical information, experience or data) regarding the other party's products, plans, programs, plants, processes, costs, equipment, operations, or customers which may be heretofore or hereafter disclosed to, or come within the knowledge of a party, its directors, officers, employees or agents in the 15 <PAGE> <PAGE> performance of this Agreement, without in each instance securing the prior written consent of the other party. 16.03 The provisions of this Article 16 shall not apply to any information referred to in this Article which the disclosing party establishes (i) has been published and has become part of the public domain other than by acts or omissions of that party, its employees or agents, (ii) has been furnished or made known to the disclosing party by third parties (not including for these purposes FMC) without restriction on disclosure or use, or (iii) was lawfully in the disclosing party's possession (except for these purposes Purchaser's Technology) prior to disclosure thereof by the other party and was not acquired by the party, its employees or agents directly or indirectly from the disclosing party or its employees or agents. Specific information shall not be deemed to fall within any of these exceptions merely because it is within the scope of more general information which falls into one or more of these exceptions. 16.04 During the first five (5) years during the Term hereof, Manufacturer shall not directly or indirectly, as an owner, equityholder, manager, operator, consultant, member, partner, licensor, contractor, agent or in any other capacity, engage, or provi...
CONFIDENTIALITY; COVENANT NOT TO COMPETE a. You acknowledge that much of the information imparted to you by us is confidential, constitutes trade secrets and remains the sole exclusive property of Franchisor. Confidential Information includes: (1) ingredients, recipes, and methods of preparation of food products; (2) methods of operation of FRULLATI CAFE AND BAKERY restaurants; (3) information about products, services, or procedures before they become public knowledge; and (4) other information disclosed to you through confidential notifications and the confidential Operations Manuals. You further acknowledge that our Confidential Information and trade secrets are unique and novel to Franchisee. You shall not disclose any such information, except as authorized by us. You shall return all materials such as manuals (including the Operations Manuals), recipes, menus, brochures and the like, and other materials received from us, to us upon the termination of this Agreement for any cause. b. Before disclosing Confidential Information or trade secrets to its employees or other representatives, Franchisee shall require those people to sign confidentiality agreements in a form supplied by, or approved by, Franchisor, binding those people not to disclose the information except as may be authorized in the agreement. You agree you will take all steps necessary at your own expense, to protect the Confidential Information and trade secrets mentioned in this Agreement. Neither Franchisee nor any employee of Franchisee will divulge this information to anyone without our prior written consent. c. During the term of this Agreement and for a period of two (2) years after its termination for any cause, Franchisee shall not engage in any business in competition with any FRULLATI CAFE AND BAKERY restaurant. The provisions of this Agreement bind Franchisee in any capacity, including as a franchisee, sole proprietor, partner, limited partner, member, employer, franchisor, stockholder, officer, director or employee. For purposes of this paragraph, "competition" means the franchising, ownership, or operation of a restaurant similar to a FRULLATI CAFE AND BAKERY outlet at the location identified in SECTION 1.1 of this Agreement, or within a geographical area consisting of: (1) during the term of this Agreement, anywhere else; and (2) after termination of this Agreement, a ten (10) mile radius from the location of any FRULLATI CAFE AND BAKERY restaurant of Franchisor, its third party licensees or its third party franchisee...
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Seller hereby agrees that it shall treat all Confidential Information in a confidential manner, not use any Confidential Information for its own or a third party’s benefit and not communicate or disclose, orally or in writing, any Confidential Information to any Person, either directly or indirectly, under any circumstances without the prior written consent of Buyer.
CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Holdco and each Stockholder acknowledge that Holdco and each Stockholder has or may have access to Confidential Information (as defined below) and that such Confidential Information does and will constitute valuable, special and unique property of the Purchaser. Holdco and each Stockholder agrees that from and after the Closing Date, Holdco and each such Stockholder will not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or the Company, or use or otherwise exploit for Holdco’s or such Stockholder’s own benefit or for the benefit of anyone other than the Purchaser or the Company, any Confidential Information. Neither Holdco nor any Stockholder shall have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, Holdco or such Stockholder, as applicable, shall, to the extent legally permissible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. For purposes of this Section 9.1, “
CONFIDENTIALITY; COVENANT NOT TO COMPETE. 8.1.1 For a period of five years from the date hereof, each Designated Stockholder shall hold in confidence and not directly or indirectly disclosure or use or copy or make lists of any confidential information or proprietary data of the Company or any of its Subsidiaries (including, without limitation, trade secrets), except to the extent (i) authorized in writing by the Board of Directors of the Company, (ii) required by any court or administrative agency, or (iii) reasonably necessary or appropriate in connection with the performance by the Designated Stockholder of his duties (if any) as an officer or director, as the case may be, of the Company or any of its
CONFIDENTIALITY; COVENANT NOT TO COMPETE i. Each of the Sellers and the Shareholders acknowledge that such Seller or Shareholder has or may have access to Confidential Information (as defined below) and that such Confidential Information does and will constitute valuable, special and unique property of the Purchasers. Each of the Sellers and the Shareholders agree that (subject to the Closing) from and after the Closing Date for a period of five (5) years (such five (5) year period is hereinafter referred to as the “Restricted Period”), such Seller or Shareholder will not, directly or indirectly, without the prior written consent of the Purchasers, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchasers or their Subsidiaries, or use or otherwise exploit for such Seller’s or Shareholder’s own benefit or for the benefit of anyone other than the Purchasers or their Subsidiaries, any Confidential Information; provided, however, that such Restricted Period will be extended by and for the duration of any period of time during which such Seller or Shareholder is in violation of any provision of this Section 8.1(a). Each Seller and Shareholder shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, such Seller or Shareholder shall, to the extent reasonably possible, provide the Purchasers with prompt notice of such requirement prior to making any disclosure so that the Purchasers may seek an appropriate protective order. If a protective order or other remedy is not available, or if the other party waives compliance with the provisions of this Section 8.1(a), the party receiving the
