Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to vest in the Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 9(a) (collectively, the “RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the RSU Restrictions for the period commencing on the Grant Date and extending through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”).
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments and benefits to the Contractor under this Agreement shall be subject to the Contractor’s compliance with the provisions of this Section 3. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company.
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) Employee acknowledges that the information, observations and data obtained by Employee while employed by the Company (prior to or after the date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”) shall be the property of the Company or such Affiliate. Confidential Information shall not include information known to Employee prior to Employee’s employment with the Company, or information generally known in the industry. Therefore, Employee agrees that Employee shall not disclose to any unauthorized person or use for Employee’s own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided, that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure and shall use commercially reasonable efforts to limit the extent of such disclosure. Employee shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Affiliate which Employee may then possess or have under Employee’s control, whether physical or electronic, without retaining any copies of such materials.
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive recognizes and acknowledges that Executive has certain confidential and proprietary information and trade secrets of the Company and its Subsidiaries including, without limitation, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”). Executive agrees that Executive will not, directly or indirectly, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever, except in connection with carrying out Executive’s duties as an employee of the Company, and as is required to be disclosed by an order or by applicable law; provided, that Executive shall be required to provide the Company prompt notice of any such disclosure and shall use commercially reasonable efforts to limit the extent of such disclosure.
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. The Company and Executive acknowledge and agree that Executive’s agreement to enter into and adhere to the confidentiality, non-competition, non-solicitation and non-disparagement provisions contained in this Section 5 constitutes a material inducement for the Company to enter into this Agreement, and is necessary to protect the goodwill of the Company and its Affiliates, which include, without limitation, the Partnership and Rentech Inc., a Delaware corporation (“Rentech”).
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that in the event of the Employee’s Termination of Employment during the Performance Period due to the Employee’s Retirement or Disability (in such event, the Employee is referred to in this Section 5 as a “Restricted Employee”), the Restricted Employee shall have the opportunity to earn the Performance Share Units in accordance with Section 1(c)(iii) above, and that, in consideration of such opportunity and the grant of the Performance Share Units, the Employee hereby covenants and agrees to comply with the following:
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. COOPERATION
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the Employee’s Termination of Employment for any reason (such period, the “Restricted Period”).
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. In further consideration for the payment of the Purchase Price and in order to protect the value of the Purchased Assets purchased by Xxxxx (including the goodwill inherent in the Business as of the Effective Time), effective as of the Effective Time, each Seller agrees as follows:
Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) In signing this Agreement, Executive promises and affirms that Executive shall hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information (as defined below). Executive will not (i) use Company Confidential Information for any purpose whatsoever other than for the benefit of the Company, or (ii) disclose Company Confidential Information to any third party without the prior written authorization of a named Officer of the Company. Prior to disclosure, when compelled by applicable law, Executive will provide prior written notice to the CEO, CFO and General Counsel of the Company (as applicable). Executive agrees that Executive obtains no title to any Company Confidential Information, and that the Company retains all Company Confidential Information as the sole property of the Company. Nothing in this Agreement prevents Executive from engaging in protected activity, as described in Sections 4(b) or 5(d) herein.
