Covenants and Confidential Information Sample Clauses

Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company: (i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted ; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. (ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. (b) The Executive agr...

Covenants and Confidential Information. (a) Employee agrees that for the applicable period specified below, he will not, directly or indirectly, do any of the following: (i) Be engaged as a partner, officer, director, employee, shareholder or consultant by any entity which is engaged in the operation of health or fitness clubs within five (5) miles of any facility which (on the date Employee ceases to be employed hereunder) is owned, managed or under development to be owned or managed by BTFHC, its subsidiaries, affiliates and/or its successors and assigns, or is owned by a franchisee of BTFHC, its subsidiaries, affiliates and/or its successor and assigns ("Facility"); provided, however, that the ownership of not more than one percent (1%) of the stock in a publicly-traded corporation shall not be deemed violative of this subparagraph 6(a)(i); (ii) Induce any person who is an employee, officer, or agent of BTFHC, to terminate said relationship or employ, assist in employing or otherwise associate in business with any present, former or future employee or officer of BTFHC; (iii) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of BTFHC, the customer lists, inventions, ideas, discoveries, manufacturing methods, product research or engineering data or other trade secrets of BTFHC, it being acknowledged by Employee that all such information regarding the business of BTFHC compiled or obtained by, or furnished to, Employee while he shall have been employed by or associated with BTFHC is confidential information and the exclusive property of BTFHC. (b) The provisions of subparagraphs 6(a)(i), 6(a)(ii) and 6(a)(iii) shall be operative during the Term hereof and as hereafter provided in this subparagraph 6(b). (i) In the event of a "Change in Control" (as defined in subparagraph 9(c)), the provisions of subparagraphs 6(a)(i) and 6(a)(ii) shall be operative only so long as the Employee remains an employee of BTFHC. (ii) In all events, including a Change in Control or in the event Employee is terminated for illness or incapacity (as provided in subparagraph 7(a)) or for "Cause" (as defined in subparagraph 8(a)), the provisions of subparagraph 6(a)(iii) shall be operative until such time as the information becomes public knowledge other than through the act of Employee.

Covenants and Confidential Information. Executive acknowledges DDR’s reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by DDR and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of DDR.

Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of SITE Centers.

Covenants and Confidential Information. Kraeutler and Meridian hereby reaffirm the terms of that certain Non-Competition and Confidentiality Agreement by and among Meridian and its affiliated companies and its subsidiaries and Kraeutler dated October 8, 1992. Such agreement is hereby incorporated herein by reference.

Covenants and Confidential Information. The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company:

Covenants and Confidential Information. (a) Employee acknowledges Employer's reliance and expectation of Employee's continued commitment of performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation on the part of Employer, Employee agrees that during the period beginning on the effective date of this Agreement and ending eighteen (18) months after the termination of Employee's employment for cause or Employee's resignation from employment with Employer (except with respect to subsection (a)(iii), in which case Employee agrees that at time beginning on the effective date of this Agreement and thereafter), he shall not, directly or indirectly, do or suffer any of the following: (i) employ, assist in employing, or solicit for employment any employee or officer of Employer or any of Employer's affiliates or subsidiaries who was employed or retained at any time during the one (1) year period preceding the date on which Employee's employment with Employer is terminated; (ii) induce any person who is an employee or officer of Employer or any of Employer's affiliates or subsidiaries to terminate said relationship in such a manner which is not in furtherance of Employer's interest; or (iii) except in performing services hereunder, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, Employer or any of Employer's affiliates or subsidiaries entities, the proprietary customer lists, limited partner lists, research or data or other trade secrets of Employer or any of Employer's affiliates or subsidiaries, it being acknowledged by Employee that any such proprietary information regarding the business of Employer and Employer's affiliates or 240 subsidiaries entities compiled or obtained by, or furnished to, Employee while Employee shall have been employed by or associated with Employer, and which has not been publicly disclosed by Employer or which is otherwise not available in the public domain, is confidential information and Employer's property. (b) Employee expressly agrees and understands that the remedy at law for any breach by him of this Section 8 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of Employee's violation of any legally enforceable provision of this Section 8, Employer shall be entitled to immediate inj...

Covenants and Confidential Information a. Employee agrees that he will not, directly or indirectly, individually or by, for, with or through any other person, firm or entity compete in any way with the "Business of Company" (as said term is hereinafter defined) as operated by Company or any Company parent, affiliate or subsidiary and/or its or their successors and/or assigns in New York, New Jersey and Connecticut. Without limiting the generality of the foregoing, Employee agrees that he will not do any of the following: i. Own, manage, control, be employed by or consult with or provide advice to, serve as an officer or director of or otherwise become engaged by or associated with any person, firm, corporation, partnership, company, proprietorship, association, or other business entity, that competes with the Business of Company; ii. Canvass, solicit or accept the business of any Company customer or client; iii. Induce, advise, request or otherwise attempt to influence any Company customer or client to withdraw, curtail or cancel its business with Company; iv. Induce, advise, request or otherwise attempt to influence any Company customer or client to refer its business to any competitor of Company; v. Induce, advise, request or otherwise attempt to influence any person who is an employee or officer of Company to terminate said relationship, except where such action is taken at the request of Company in the course of carrying out Employee's duties for Company; vi. Disclose or use, in any manner in competition with or contrary to the interests of Company, the proprietary customer lists, manufacturing and/or business methods and/or plans, product research, budgets, projections, sales strategies, systems, software, procedures and all other 100 financial and operational data and/or trade secrets of Company, it being acknowledged by Employee that all such information regarding the business of Company is confidential information and the exclusive property of Company; provided, however, that the restrictions in this subparagraph shall not restrict the use or disclosure of such confidential information by Employee (A) when ordered or directed to do so by a court of law or by a governmental agency, administrative or legislative body, or (B) which is otherwise already publicly known through no wrongful act of the Employee.

Covenants and Confidential Information. (a) The Executive acknowledges the Company's reliance and expectation of the Executive's continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company, during the term of this Employment Agreement and for a period of two (2) years thereafter (and, as to clause (ii) of this subparagraph (a), at any time during and after the term of this Employment Agreement), the Executive shall not, directly or indirectly, do or suffer either of the following: (i) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, limited liability company, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning or developing hotel properties; except that the Executive may (A) own not more than one percent (1%) of any class of publicly traded securities of any entity, and own interests in the Company and in Boykxx Xxxel Properties, L.P. (the "Partnership"), subject only to any restriction imposed by any agreement or instrument other than this Agreement, and (B) have such an interest in, or participation, employment, engagement, affiliation, association or relationship with, any entity that manages hotel properties, so long as that entity is not engaged in the business of acquiring, owning or developing hotel properties; or (ii) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company's operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential

Covenants and Confidential Information. (a) The Employee agrees that so long as he is employed by the Company and for a period of one (1) year thereafter and, as to subsection 9(a)(v) below, at any time after the Term of Employment he will not, directly or indirectly, do or suffer any of the following: (i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in any manner in, or otherwise competes with, the business of the Company or any of the Company's affiliates or subsidiaries (as conducted on the date the Employee ceases to be employed by the Company in any capacity, including as a consultant) in any state in the United States or any foreign country in which the Company or such affiliates or subsidiaries are then doing business and then only with respect to the business of the Company, its affiliates or subsidiaries then being conducted in such states or countries; provided, however, that the ownership of not more than 1% of the stock of any publicly traded corporation shall not be deemed a violation of this covenant. (ii) Employ, assist in employing, or otherwise associate in business with any present or former or future employee, officer or agent of the Company or any of the Company's affiliates or subsidiaries. (iii) Induce any person who is an employee, officer, agent, customer or supplier of the Company or any of the Company's affiliates or subsidiaries to terminate said relationship. (iv) Solicit or direct business of any current or prospective customers of the Company, its affiliates or subsidiaries, who are current or prospective customers during the Term of Employment, either for himself or for any other individual or entity or advise any person or entity with respect thereto. As used herein, "customer" means any customer of the Company or its affiliates or subsidiaries whose identity the Employee learned through his employment with the Company or with whom the Employee and/or the Company had business contact during the twelve (12) month period immediately before the Employee's employment with the Company terminated.