Covenants by Executive Sample Clauses
The "Covenants by Executive" clause sets out specific promises or obligations that the executive agrees to uphold during and sometimes after their employment. These covenants often include commitments such as maintaining confidentiality, refraining from competing with the employer, or not soliciting clients or employees for a certain period. By clearly outlining these expectations, the clause helps protect the employer’s business interests and proprietary information, and reduces the risk of unfair competition or misuse of sensitive data.
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Covenants by Executive. 5.1 As of the Effective Date, Executive is a party to the Proprietary Information and Additional Covenants Agreement between Executive and Forge (the “PICA”). Subject to § 5.9 below, Executive shall comply with all applicable terms and conditions of the PICA throughout the Term hereof, and hereby agrees to execute and comply with any amendments to or updated versions of the PICA that Forge may require of its officers and employees from time to time. Future amendments or updated versions will be automatically incorporated into this Employment Agreement upon execution thereof and will revise or replace the previous PICA, each such amended or new version of the PICA subject to § 5.9 below, and all references to “PICA” in this Employment Agreement will be interpreted as referring to the then-current version of the PICA executed by the Executive; provided, however, references to “PICA” in § 4.2(c)(4) shall refer to the PICA in effect on the date hereof or any subsequent form of the PICA which Executive explicitly agrees to incorporate into § 4.2(c)(4). Capitalized terms used in this § 5 but not defined in this Employment Agreement will have the meaning provided in the PICA. If there is a conflict between this § 5 and the PICA, this § 5 will control but only with respect to the conflicting provisions and to the extent necessary to resolve the conflict.
5.2 Executive will be subject to a “Restricted Period” beginning on the effective date of the termination or expiration of this Employment Agreement and continuing for 18 months thereafter (or, in the case of Section 5.5, for a period of 12 months thereafter). For purposes of §§ 5.3-5.5 below, Forge expressly includes its successors and assigns, direct and indirect subsidiaries, or any other entity or person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Forge.
Covenants by Executive. 2.1. Upon execution of this Agreement, Executive shall enter into the Company's Confidential Information, Invention and Non- Competition Agreement, a copy of which is attached hereto as Exhibit B.
Covenants by Executive. (a) TurboChef Property.
(1) Executive upon the termination of Executive’s employment for any reason or, if earlier, upon TurboChef’s request shall promptly return all “Property” which had been entrusted or made available to Executive by TurboChef.
Covenants by Executive. In order to induce the Company to enter this Agreement, the Executive hereby agrees as follows:
Covenants by Executive. (a) Executive agrees that he will not seek or accept a nomination to the Board following Executive’s resignation from the Board on the Retirement Date.
(b) During the Consulting Period, Executive agrees to continue to be bound by the Company’s Corporate Code of Conduct as currently in effect. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Company’s Corporate Code of Conduct, the terms of this Agreement shall control.
(c) During the Consulting Period, Executive will not, directly or indirectly recruit, solicit or induce, or attempt to induce, any employee, consultant or vendor of the Company or its affiliates to terminate employment or any other relationship with the Company or its applicable affiliate.
(d) Executive agrees not to disclose any Confidential Information gained during or as a result of his employment by or service to the Company. “Confidential Information” means any information that is, or should reasonably be understood to be, confidential or proprietary to the Company, including, but not limited to all information, whether in written, oral, electronic, magnetic, photographic or any other form, that relates to the Company’s: past, present and future businesses, products, product specifications, designs, drawings, concepts, samples, intellectual property, inventions, know-how, sources, costs, pricing, technologies, customers, vendors, other business relationships, business ideas and methods, distribution methods, inventories, manufacturing processes, computer programs and systems, employees, employee salary information, hiring practices, operations, marketing strategies and other technical, business and financial information. Confidential Information also includes the identity, capabilities and capacity of vendors and of former vendors or others that were considered but rejected. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) has entered the public domain without Executive’s breach of any obligation owed to the Company; (ii) is “generally known” as contained in California Civil Code Section 3426; or (iii) is rightfully received by Executive from a third party without confidentiality restrictions.
Covenants by Executive. (a) The Company’s Property.
(i) Executive, upon the termination of Executive’s employment for any reason or, if earlier, upon the Company’s request, shall promptly return all Property (as defined below) that had been entrusted or made available to Executive by the Company or any of its subsidiaries; provided, that, Executive may retain his contacts, calendars and personal correspondence and any compensation information reasonably needed for tax preparation purposes.
Covenants by Executive. The covenants contained in this Section 5 are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Executive and the Company or any of its affiliates.
Covenants by Executive. (a) During the Consulting Period, Executive agrees to continue to be bound by the Company's Code of Ethics as currently in effect. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Company's Code of Ethics, the terms of this Agreement shall control.
(b) In consideration of eligibility for bonus under 3(b) above, Executive agrees not to compete with the Company during the term of the agreement and for a period of one year after termination of the agreement.
(c) During the Consulting Period, Executive agrees not to solicit any client of the Company for his own benefit; and, for a period of one year after termination of this Agreement, nor to solicit any person that was a client of the Company at any time during the twelve months prior to termination.
(d) During the Consulting Period Executive agrees not to solicit the services of any employee of the Company for the benefit of any person other than the Company; and, for a period of one year after termination of the Agreement, not to solicit the services of any person that was an employee of the Company at any time during the six months prior to termination.
(e) Executive agrees not to disclose any Confidential Information gained during or as a result of his employment by or service to the Company. “Confidential Information” means any information that is, or should reasonably be understood to be, confidential or proprietary to the Company, including, but not limited to all information, whether in written, oral, electronic, magnetic, photographic or any other form, that relates to the Company's: past, present and future businesses, products, product specifications, designs, drawings, concepts, samples, intellectual property, inventions, know-how, sources, costs, pricing, technologies, customers, vendors, other business relationships, business ideas and methods, distribution methods, inventories, manufacturing processes, computer programs and systems, employees, employee salary information, hiring practices, operations, marketing strategies and other technical, business and financial information. Confidential Information also includes the identity, capabilities and capacity of vendors and of former vendors or others that were considered but rejected. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) has entered the public domain without Executive's breach of any obligation owed to the Company or (ii) is rightfully ...
Covenants by Executive. (a) The Company's Property.
(1) Upon the termination of Executive's employment for any reason or, if earlier, upon the Company's request, Executive shall promptly return all "Property" which had been entrusted or made available to Executive by the Company.
(2) The term "Property" means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive's employment by the Company and, if applicable, any of its affiliates (and any duplicates of any such property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive's employment which relate to the Company business, products or services.
Covenants by Executive. (a) PracticeWorks Property.
(1) Executive upon the termination of Executive's employment for any reason or, if earlier, upon PracticeWorks request shall promptly return all "Property" which had been entrusted or made available to Executive by PracticeWorks.
(2) The term "Property" means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive's employment by PracticeWorks and, if applicable, any of its affiliates (and any duplicates of any such property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or, with others during Executive's employment which relate to PracticeWorks business, products or services.