Confidentiality Non Compete Non Disparagement Etc
Confidentiality Non Compete Non Disparagement Etc Sample Clauses
Related to Confidentiality Non Compete Non Disparagement Etc
Confidentiality; Non-Disparagement (a) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family and confidential advisors.
Confidentiality; Non-Competition (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive’s obligation under this Section 4.3(a) shall not apply to any information which (i) is known publicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in the performance of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.
Confidentiality Non Competition Non Solicitation A. The Executive acknowledges that:
Confidentiality, Non-Solicitation and Non-Compete The Participant agrees to, understands and acknowledges the following:
Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:
Confidentiality; Noncompetition (a) The Employer and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term "
Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.
Confidentiality and Non-Disparagement Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof.
Non-Competition; Non-Solicitation; Non-Disparagement Arrow and its Affiliates are engaged in the businesses of banking, lending, trust operations and providing financial, property, casualty and health insurance and investment adviser services and products (collectively, the “Business”). As a senior executive, Executive provides services that are unique, special and/or extraordinary to the Business in which Arrow and its Affiliates engage, and have access to and will learn of trade secrets of Arrow and its Affiliates and confidential information pertaining to their customers. The provisions of Paragraphs 9 and 10 are agreed by the parties to be reasonable and necessary to protect the goodwill of Arrow’s and its Affiliates’ Business, the good will of special/long-term customer relationships, Arrow’s and its Affiliates’ confidential information and trade secrets (including but not limited to information concerning their customers, marketing studies, marketing strategies, acquisition plans, costs, personnel and financial performance) and confidential customer information and to protect against unfair competition by an employee whose services are special, unique and/or extraordinary to the Business of Arrow and its Affiliates and their long-term success. Accordingly, the Executive agrees as follows:
Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.
