Confidentiality, Non-Solicitation and Non-Competition. The Executive agrees that:
Confidentiality, Non-Solicitation and Non-Competition. (a) The Executive acknowledges and agrees that:
Confidentiality, Non-Solicitation and Non-Competition. (a) Employee acknowledges that as further inducement to the Company to enter into this Agreement, Employee has executed a Confidentiality, Non-Solicitation and Non-Competition Agreement (the "Confidentiality Agreement"), attached hereto as Exhibit "B". Employee's breach of the Confidentiality Agreement shall constitute a material breach of this Agreement.
Confidentiality, Non-Solicitation and Non-Competition. 5.1 In consideration of the compensation and benefits paid or provided to Executive pursuant to this Agreement, Executive agrees that for a period equal to the Restricted Period (as defined in Section 1(c) of Exhibit B) following his involuntary termination by the Company without Cause or Executive’s termination of his employment for Good Reason, Executive shall comply with the non-competition, non-recruitment and non-disclosure restrictions attached hereto as Exhibits B, C, and D respectively (the “Restrictive Covenants”). The Company and Executive recognize that Executive may experience periodic material changes in his job title and/or to the duties, responsibilities or services that he is called upon to perform on the behalf of the Company. If Executive experiences such a material change, the parties shall, as soon as is practicable, enter into a signed, written addendum to Exhibit B hereto reflecting such material change. Moreover, in the event of any material change in corporate organization (including, without limitation, spin-offs, split-offs, or public offerings of subsidiaries’ stock) on the part of the Direct Competitors set forth in Exhibit B hereto, the parties agree to amend Exhibit B, as necessary, at the Company’s request, in order to reflect such change. Upon execution, any such written modification to Exhibit B shall represent an enforceable amendment to this Agreement and shall augment and supplant the definitions of the terms Executive Services or Direct Competitor set forth in Exhibit B hereto, as applicable.
Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A.
Confidentiality, Non-Solicitation and Non-Competition a. During the Term and thereafter, Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information. For purposes of this Agreement, "
Confidentiality, Non-Solicitation and Non-Competition. Executive ------------------------------------------------------ acknowledges that the business in which DIRECT III engages is competitive and that Executive's employment with DIRECT III has required and will require that Executive have access to and knowledge of confidential and proprietary information pertaining to DIRECT III that is of vital importance to the success of DIRECT III's business; that the direct or indirect disclosure of any such confidential information to existing or potential competitors of DIRECT III would place it at a competitive disadvantage and would do material damage, financial and otherwise, to its business; and that by virtue of Executive's training, experience, and expertise, some of Executive's services to DIRECT III will continue to be special and unique.
Confidentiality, Non-Solicitation and Non-Competition. (a) Except as otherwise required in Executive’s duties to the Company or as authorized in writing by the Company, Executive shall not at any time, either during or after Executive’s employment with the Company, disseminate, disclose, use, communicate or otherwise appropriate, either directly or indirectly, through any individual, person or entity, any Confidential Information (as defined below), and Executive shall retain all such information in trust in a fiduciary capacity for the sole use and benefit of the Company. Executive acknowledges that the Confidential Information is valuable, special, proprietary and unique to the Company, that the Company’s business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it secret and for the sole use and benefit of the Company. Executive shall take all steps necessary and all steps reasonably requested by Company to insure that all such Confidential Information is kept secret and confidential for the sole use and benefit of the Company. All records and other materials pertaining to the Confidential Information, whether or not developed by Executive, shall be and remain the exclusive property of the Company. Upon termination of Executive’s employment or at any other time that the Company in writing so requests, Executive shall promptly deliver to Company all materials concerning any Confidential Information and all copies of such materials and any other materials of the Company which are in Executive’s possession or under Executive’s control, and Executive shall not make or retain any copies or extracts of such materials. For purposes of this paragraph 5(a), Confidential Information means and includes all information known or used by the Company in the Company’s business and/or developed by or for the Company by any person, including Executive, which is not otherwise explicitly, consciously, properly, legally and generally known in any industry in which the Company is or may become engaged. Confidential Information does not include general skills and general knowledge of any industry obtained by reason of Executive’s association with the Company. Confidential Information specifically includes, but is not limited to, such information, whether now possessed or later obtained, concerning plans, marketing, sales and inventory methods, materials, processes, procedures, devices used by the Company, business forms, prices, suppliers, retail merchants w...
Confidentiality, Non-Solicitation and Non-Competition. (a) Except as otherwise required in Executive's duties to the Company or as authorized in writing by the Company, Executive shall not at any time, either during or after Executive's employment with the Company, disseminate, disclose, use, communicate or otherwise appropriate, either directly or indirectly, through any individual, person or entity, any Confidential Information (as defined below), and Executive shall retain all such information in trust in a fiduciary capacity for the sole use and benefit of the Company. Executive acknowledges that the Confidential Information is valuable, special, proprietary and unique to the Company, that the Company's business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it secret and for the sole use and benefit of the Company. Executive shall take all steps necessary and all steps reasonably requested by Company to insure that all such Confidential Information is kept secret and confidential for the sole use and benefit of the Company. All records and other materials pertaining to the Confidential Information, whether or not developed by Executive, shall be and remain the exclusive property of the Company. Upon termination of Executive's employment or at any other time that the Company in writing so requests, Executive shall promptly deliver to Company all materials concerning any Confidential Information and all copies of such materials and any other materials of the Company which are in Executive's possession or under Executive's control, and Executive shall not make or retain any copies or extracts of such materials.
Confidentiality, Non-Solicitation and Non-Competition. In consideration for the Company entering into this Agreement, Employee agrees that he will execute the Nondisclosure, Non-solicitation, Confidentiality and Developments Agreement (the “Confidentiality Agreement”), attached hereto as Exhibit B. The parties hereto acknowledge and agree that this Agreement and the Confidentiality Agreement shall be considered separate contracts, and the Confidentiality Agreement will survive the termination of this Agreement for any reason.
