Confidentiality Noncompetition Nonsolicitation. (a) The Company 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 “confidential information” shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a), including, but not limited to, information relating to: trade secrets, personnel lists, compensation of employees, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. Notwithstanding the foregoing “confidential information” shall not include information relating to the general methodology and mechanics employed by Employee in the performance of his duties with the Company or that Employee can reasonably demonstrate was known to him prior to his employment with the Company. The Employee agrees that he will not, during or after his termination or expiration of employment hereunder, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by the Company, without the prior written consent of the Company. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator, administrative or legislative body (including any committee thereof), or any other governmental agency with actual or apparent jurisdiction to order the Employee to disclose or make accessible any information, (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Employee’s violation...
Confidentiality Noncompetition Nonsolicitation. (a) Executive hereby confirms and agrees to his confidentiality, nonsolicitation and non-competition obligations pursuant to the Agreement and his duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.
Confidentiality Noncompetition Nonsolicitation. (a) After the Closing Date, neither the Sellers nor (where a Seller is not an individual) any Affiliate thereof, shall, directly or indirectly, under any circumstance: (i) disclose to any other Person any Confidential or Proprietary Information; (ii) act or fail to act so as to impair the confidential or proprietary nature of any such Confidential or Proprietary Information or the benefits thereof to the Purchaser; (iii) use any such Confidential or Proprietary Information or trade secret in any manner, other than for the sole and exclusive benefit of the Purchaser and only after obtaining the Purchaser's prior written consent to such use; or (iv) offer or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment or use of any such Confidential or Proprietary Information or trade secret. All Confidential and Proprietary Information is and shall remain the sole and exclusive property of the Purchaser. Each of the Sellers hereby represents and warrants that as of the Closing Date the Purchaser shall have been furnished all documents, instruments and materials (regardless of the medium in which stored) which constitute or contain or are based upon any Confidential and Proprietary Information, without the Sellers retaining any copies, notes or excerpts thereof.
Confidentiality Noncompetition Nonsolicitation a. Employee acknowledges and agrees that:
Confidentiality Noncompetition Nonsolicitation. For purposes of this Section 6.4, the Restricted Parties shall be Parties to this Agreement.
Confidentiality Noncompetition Nonsolicitation. 7.1. Employer and Employee acknowledge that the services to be performed by Employee under this Agreement are unique and extraordinary and, as a result of such employment, Employee shall be in possession of confidential information relating to the business practices of Employer. The term "
Confidentiality Noncompetition Nonsolicitation. Masexxxxx xxknowledges that the business in which STERIS is engaged is intensely competitive and that his employment with Isomedix and with STERIS and his anticipated consulting arrangement with STERIS has required and will require that he have access to and knowledge of customer and supplier information and other confidential and proprietary information pertaining to Isomedix and STERIS and its business, suppliers, customers, technologies, processes, systems, and related matters that is of vital importance to the success of STERIS's business; that the direct or indirect disclosure of any such confidential information to existing or potential competitors of STERIS would place STERIS at a competitive disadvantage and would do material damage, financial and otherwise, to STERIS's business; that by virtue of Masexxxxx'x xxxerience and expertise, some of his services to Isomedix and STERIS have been and will continue to be special and unique; and that STERIS and Masexxxxx xxx entering into this Agreement with the intention of preserving the goodwill of the business of Isomedix and of thereby inducing STERIS to enter into and consummate the Merger Agreement which will benefit Masexxxxx xxxh as an employee and consultant and as a shareholder of Isomedix.
Confidentiality Noncompetition Nonsolicitation. 4.1 Covenants Regarding Confidential Information, Trade Secrets and Other Matters. Employee covenants and agrees as follows:
Confidentiality Noncompetition Nonsolicitation. 10.1 Subject to the exclusions set forth below, Licensor and Licensee hereby agrees to keep the Technology confidential from third parties. Licensor and Licensee further agrees to take all reasonably necessary steps to ensure that its affiliates, officers and employees keep such information confidential, except for customary disclosures in the ordinary business practice of either party in connection to its respective permitted use of the Technology, as provided under this Agreement, including information customarily disclosed in brochures, manuals of operation, patent applications, and other similar documents.
Confidentiality Noncompetition Nonsolicitation
