Non Competition Confidentiality Clause Samples
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Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors.
4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.
4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company.
4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive.
4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows:
(1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's b...
Non Competition Confidentiality. As a condition of employment hereunder, you will be required to sign and abide by the Company’s standard Nondisclosure, Nonsolicitation and Noncompete Agreement. By signing this Offer Letter and accepting the consideration provided for herein, you expressly reaffirm your obligations under such Nondisclosure, Nonsolicitation and Noncompete Agreement.
Non Competition Confidentiality. (a) Executive agrees and acknowledges that reasonable limits on his ability to engage in activities which are competitive with the Company are warranted in order to protect the Company's trade secrets and proprietary information and are warranted in order to protect the Company in developing and maintaining its reputation, good will and status in the marketplace. In that regard, during the 60 months following the Termination Date (the "Continuation Period"), the Executive will not directly or indirectly, on Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of 5% of the outstanding stock of any class of any such corporation):
(i) participate or engage in any activities or business developing, manufacturing, marketing or distributing any products or services offered by the Company as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of February 14, 2000, by and among the Parent, Silversmith Acquisition Corp. and the Company), or any products or services offered by the Company subsequent to the Effective Time and in which the Executive actively participated, recognizing that the Company offers products and services globally ("Competitive Activities"), including, without limitation, (A) selling goods or rendering services of the type (or similar to the type) sold or rendered by the Company, whether by means of electronic, traditional or other form of commerce; (B) soliciting any person or entity that is a current or prospective customer or has been a customer, in each case, of the Company, while the Executive has been employed by the Company (provided that it shall not be deemed a breach of this Agreement if the Executive solicits such customers for goods or services unrelated to the Competitive Activities) and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or
(ii) solicit (other than pursuant to general, non-targeted advertisements) any employee of the Company, who was an employee at or prior to the Effective Time, to leave the employment of the Company.
(b) Notwithstanding anything t...
Non Competition Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the “Non-Competition Period”), the Shareholder shall not, nor shall the Shareholder permit any controlled Affiliate of the Shareholder (each, a “Restricted Party”) to, anywhere in the world, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that provides strategic sourcing, spend management and supply management software or services, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non-Competition Period, no Restricted Party shall solicit any employee of any Tigris Group Member for the purposes of having any such employee terminate his or her employment with such Tigris Group Member. If any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this Section 6.06 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business and each Tigris Group Member.
(b) During the Non-Competition Period, no Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein or in the Employment Agreement executed by such Restricted Party.
(c) The Shareholder recognizes and acknowledges that by reason of his involvement with the Business, he has had access to the Intellectual Property. The Shareholder further acknowledges that any Intellectual Property that is not in the public domain (“Confidential Information”) is a valuable and unique asset of the Tigris Group and hereby covenants that he will not disclose, nor will he permit any of his controlled Affiliates to disclose, any such Confidential Information to any Person for any reason whatsoever, unless such Confidential Information is in the public domain through no violation by the Shareholder of the terms hereof or such disclosure is required by applicable Law (or process of any Governmental Bod...
Non Competition Confidentiality. (a) Employee covenants and agrees with Company that he will not, directly or indirectly:
(i) while he is in Company's employ and at any time after the termination of his employment hereunder, disclose or use or otherwise exploit for his own benefit or the benefit of any other person (other than for the benefit of Company) any Confidential Information (as hereinafter defined) disclosed to Employee or of which Employee becomes aware by reason of his employment with Company;
(ii) while he is in Company's employ and through the period ending two years after the termination of his employment hereunder, solicit or divert or appropriate to any Competing Business (as hereinafter defined), directly or indirectly, or attempt to solicit or divert or appropriate to any such Competing Business, any person or entity who was a customer or client of Company at any time during the last six months of Employee's employment hereunder;
(iii) while he is in Company's employ and through the period ending two years after the termination of his employment hereunder, employ or attempt to employ or assist anyone else in employing any person who, at any time within the period commencing six months prior to the date of the termination of Employee's employment by Company and ending one year after the date of such termination, was, is or shall be an employee of Company (whether or not such employment is full time or is pursuant to a written contract with Company); and
(iv) while he is in Company's employ and through the period ending ninety days after his employment hereunder, as an individual or as agent, employee, partner, officer, director, owner or independent contractor of any person or entity, engage in any Competing Business, directly or indirectly.
(b) Employee agrees that upon the termination of his employment (whether voluntarily or involuntarily) he will not take with him or retain without the Company's written authorization, and will promptly deliver to Company, originals and all copies of all papers, files or other documents containing any Confidential Information and all other property belonging to Company.
(c) For purposes of this Paragraph, the term "Competing Business" means any business located within the United States providing services substantially similar to those provided by the Company from time to time. The term "Confidential Information" means any and all data and information relating to the business of the Company (whether constituting a trade secret or not) w...
Non Competition Confidentiality. (a) In the event Executive is terminated for Cause or Executive voluntarily terminates this Agreement, for a period expiring two (2) years after the termination of this Agreement, Executive shall not engage in any of the following activities:
Non Competition Confidentiality. The Parties agree that the Buyer is relying on the covenants and agreements set forth in this Section 10.2, and that the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable.
Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.
4.2 During the term of this Agreement the Executive may maintain any existing outside Board member positions and that, subject to Debut Board approval, which will not be unreasonably withheld, the Executive could join additional non-competitive Boards as an Independent Board member as well, not to exceed a total of five boards.
4.3 Except as provided in this Section 4 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except those he is currently engaged in or through and on behalf of the Company, without the consent from a majority of the directors.
4.4 a. The Executive recognizes and acknowledges that the information, business, list of the Employer’s customers and any other trade secret or other secret or confidential information relating to Employer’s business as they may exist from time to time are valuable, special and unique assets of Employer’s business. Therefore, Executive agrees as follows:
(1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer’s business, except as such disclosure or use may be required in connection with Executive’s work for the Employer.
(2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer’s business.
(3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.
Non Competition Confidentiality. In consideration of the compensation described in this Agreement, Employee agrees that while he is employed by Corporation and for the two (2) year period following the conclusion of his employment with Corporation (the "Non-Compete Period"), Employee shall not, either directly or indirectly (and whether or not for compensation), work for, be employed by, own, participate or engage in, or have any interest in, any person, firm, entity, partnership, limited partnership, limited liability company, corporation or business (whether as an employee, owner, partner, member, shareholder, officer, director, agent, creditor, consultant or in any capacity which calls for the rendering of personal services, advice, acts of management, operation or control) that engages in activities in any of the counties in any of the states in which Corporation or any of its affiliates (the "Lason Group") transacts business which are substantially the same as or competitive with the activities engaged in by the Lason Group including but not limited to the following: document management, records management and business communications including, but not limited to, photocopying, imaging, scanning and conversion and related services ancillary to all of the foregoing and outgrowths thereof (the "Business"), so long as the Lason Group (or any successor) shall, directly or indirectly, be engaged in the Business in any such county. The foregoing shall not, however, be deemed to prevent Employee from owning in the aggregate up to 5% of the securities of any corporation the shares of which are traded on a securities exchange or in the over-the-counter market. Employee further agrees that he shall not, directly or indirectly, at any time during the Non-Compete Period: (i) divert or attempt to divert from the Lason Group any business of any kind in which the Lason Group is engaged; (ii) take any action that causes the termination of a business relationship between the Lason Group and any customer or supplier of the Lason Group; or (iii) induce or attempt to induce any person who is an employee of the Lason Group to leave the employ of the Lason Group. During the term of this Agreement and the Non-Compete Period, Employee shall keep secret and inviolate and shall not divulge, communicate, use to the detriment of the Lason Group or for the benefit of any other person or persons or misuse in any way any knowledge or information of a confidential nature, including, without limitation, all trade se...
Non Competition Confidentiality. You and the Company acknowledge and agree that you have executed and delivered to the Company the Company’s standard Nondisclosure, Nonsolicitation and Noncompete Agreement. By signing this Offer Letter and accepting the consideration provided for herein, you expressly reaffirm your obligations under such Agreement.