Non-Compete; Confidentiality. In consideration of the employment of Executive by Employer, Executive agrees as follows:
Non-Compete; Confidentiality. (a) The Consultant agrees that during the Consulting Period the Consultant will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth of Pennsylvania (a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the services of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers.
Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business.
Non-Compete; Confidentiality a) During the term of employment of Employee, and for a period of one year ("Prohibition Period") after any Termination (other than in the event of a Termination/Change in Control) of such relationship or employment for any other reason (either by Employee or Radica or Radica USA), with or without cause, voluntarily or involuntarily, Employee agrees that he will not engage in, be employed by or become affiliated with, in the United States of America or anywhere else in the world, directly or indirectly, any person or entity which offers, develops, performs or is engaged in services, products or systems which are competitive with the business of Radica Group or any other products, services or systems hereafter developed, produced or offered by Radica Group ("Companies' Business"). During the Prohibition Period, Employee shall not, directly or indirectly, become an owner or member, to the extent of an ownership interest of five percent (5%) or more, of a joint venture, partnership, corporation or other entity, or a consultant, employee, agent, officer or director of a corporation, joint venture, partnership or other entity, which is competitive with, directly or indirectly, the Companies' Business.
Non-Compete; Confidentiality. 4.1 Executive hereby covenants and agrees that during the Severance Period s/he shall not, directly or indirectly, own, operate, manage, join, control, participate in the ownership, management, operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as an employee, consultant, director, officer, shareholder, partner, agent, associate, principal, representative or in any other capacity, any business entity or activity which is directly or indirectly a "Competitive Business"; provided, however, that the foregoing shall not prevent Executive from (a) performing services for a Competitive Business if such Competitive Business is also engaged in other lines of business and if Executive's services are restricted to such other lines of business; or (b) acquiring the securities of or an interest in any Competitive Business, provided such ownership of securities or interests represents at the time of such acquisition, but including any previously held ownership interests, less than two percent (2%) of any class or type of securities of, or interest in, such Competitive Business.
Non-Compete; Confidentiality. (a) During the term of employment of Employee, and for a period of one year after any Termination (other than in the event of a Termination/Change in Control) of such relationship or employment for any reason (either by Employee or Radica), with or without cause, voluntarily or involuntarily (the period of employment plus such additional year being called the "Prohibition Period"), Employee agrees that he will not engage in, be employed by or become affiliated with, in the United States of America or anywhere else in the world, directly or indirectly, any person or entity which offers, develops, performs or is engaged in services, products or systems which are competitive with the business of Radica Group or any other products, services or systems hereafter developed, produced or offered by Radica Group, to be determined at the relevant time but not later than the commencement of such one-year period ("Companies' Business"). During the Prohibition Period, Employee shall not, directly or indirectly, become an owner or member, to the extent of an ownership interest of five percent (5%) or more, of a joint venture, partnership, corporation or other entity, or a consultant, employee, agent, officer or director of a corporation, joint venture, partnership or other entity, which is competitive with, directly or indirectly, the Companies' Business.
Non-Compete; Confidentiality. Xxxx represents and warrants that during the Term and in the Territory, neither Xxxx nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by Xxxx of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same. Xxxx will execute a non-disclosure and confidentiality agreement in a form mutually acceptable to each of Xxxx and Naked.
Non-Compete; Confidentiality. (a) You agree that while you are employed by the Company, you will not directly or indirectly, whether as owner, partner, officer, employee, agent or consultant, engage in or be employed in any way by any business engaged in the design, manufacture, marketing or servicing of products which constituted 10% or more of the annual sales of the Company provided, however, that in no event shall this Section 5 preclude you from owning less than 5% of the outstanding voting stock of any publicly-traded corporation.
Non-Compete; Confidentiality. The Company owns, or controls the exclusive rights to certain trade secrets, including all acquisition targets, customer lists, processes, know-how, computer programs and routines, and other proprietary business and technical data, including (without limitation) Company Property (defined below). Executive and KBC each acknowledges that these are proprietary in nature, and therefore neither of them shall not use, divulge or appropriate any of the same to any third party or otherwise use them to the detriment of the Company, either during or following the termination or expiration of this Agreement.
Non-Compete; Confidentiality. (a) For a period of two (2) years from the date the Employee’s employment under this Agreement terminates,, Employee will not, directly or indirectly, compete in any manner with the Company or its subsidiaries, including, but not limited to: (i) soliciting any client of the Company or its subsidiaries to transact business; (ii) transacting business with a competitor of the Company or its subsidiaries; (iii) interfering or damaging a relationship between the Company or its subsidiaries and any of their customers; (iv) soliciting an employee of the Company or its subsidiaries; or (v) selling products similar to the products sold by the Company or its subsidiaries in their market area. The parties acknowledge that this Agreement shall not preclude the Employee from entering into an agreement with another company that does not compete, directly or indirectly with the Company or its subsidiaries. Moreover, Employee shall treat as confidential information, all information pertaining to the Company or its subsidiaries. Notwithstanding the foregoing, in the event the Employee’s employment under this Agreement is terminated Without Cause or With Good Reason in accordance with Section 13(a) hereof, or in the event the Employee’s employment under this Agreement terminates for Cause in accordance with Section 4 hereof, terminates Without Cause or With Good Reason in accordance with Section 13(a) hereof, or terminates due to Disability in accordance with Section 13(c) hereof at anytime on or after the effective date of a Change in Control, the provisions of this Section 9(a), except for the preceding sentence herein related to confidential information, shall become null and void
