Non Competition Non Disclosure and Non Solicitation Clause Samples

Non Competition Non Disclosure and Non Solicitation. Employment with the Bank as an executive officer provides Employee with access to proprietary business information and many of the Bank’s employees. Therefore the Employee and the Bank have agreed to the following provisions respecting the Employee’s protection of the Bank after his employment relationship with the Bank is terminated for any reason. (a) During the term of this Agreement and during any period of time thereafter during which the Employee receives any payments provided for under this Agreement, the Employee shall not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be employed or retained by or connected in any manner with, any financial institution or other organization that competes with the Bank in its market area established as of the Date of Termination and shall not divert a business opportunity of the Bank to any such competing financial institution or other organization. (b) During the term of the Employee’s employment hereunder and for two years thereafter, the Employee shall not, except as may be required to perform his duties hereunder or as required by law, disclose to others or use, whether directly or indirectly, any Confidential Information. “Confidential Information” means information about the Bank and the Bank’s clients and customers that is not available to the general public and was or shall be learned by the Employee in the course of his employment by the Bank, including without limitation any data, formulae, information, proprietary knowledge, trade secrets, and credit reports and analyses owned, developed and used in the course of the business of the Bank, including client and customer lists and information related thereto; and all papers, resumes, records and other documents (and all copies thereof) containing such Confidential Information. The Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Bank. The Employee agrees that upon the expiration of the Employee’s term of employment hereunder or in the event the Employee’s employment hereunder is terminated prior thereto for any reason whatsoever, the Employee will promptly deliver to the Bank all documents (and all copies thereof) containing any Confidential Information.

Non Competition Non Disclosure and Non Solicitation. (a) For a period commencing on the Effective Date and ending on (i) the date that is four (4) years after the Effective Date if on or prior to such date either party to the Supply Agreement has delivered to the other party notice of non-renewal of the Supply Agreement in accordance with its terms or (ii) the date that is five (5) years after the Effective Date if neither party to the Supply Agreement has delivered to the other party notice of non-renewal in accordance with its terms (the "Restricted Period"), the Seller shall not, and the Seller shall ensure that none of its Affiliates shall, engage, directly or indirectly, in the manufacture, distribution, marketing, developing, and/or sale of products currently sold or distributed by the U.S. Agtrol Division, products sold or distributed at any time during the three (3) years prior to the Effective Date by the U.S. Agtrol Division, products currently in development by the U.S. Agtrol Division and Substitute Products of any of the foregoing, but excluding copper sulfate, copper carbonate and copper oxides and related products (the "Business"), anywhere in the world (the "Restricted Area") except as may be necessary to comply with the Supply Agreement and as permitted under the License Agreement. By way of further definition and explanation of the foregoing, and without limiting the generality of the foregoing restriction, during such Restricted Period, neither the Seller nor any of its Affiliates shall acquire, manage, operate, join, control, participate or become financially interested in, or be connected with (in any capacity, whether as a partner, stockholder, investor, consultant, independent contractor, agent, representative or otherwise), or provide any direct or indirect financial assistance to, any Person that is engaged, directly or indirectly, in the Business within the Restricted Area. Nothing contained herein, however, shall prohibit the Seller or any of its Affiliates (i) from acquiring and owning, for investment purposes only, up to five percent (5%) of the outstanding equity securities of a Person engaged in the Business if such equity securities of any such Person are available to the general public on a national securities exchange, (ii) from taking action to collect any Receivable in accordance with Section 2.5 or (iii) from reworking and/or selling Excess Inventory; provided, however, that the Seller shall first offer such Excess Inventory for sale to Buyer on conditions in the aggregat...

Non Competition Non Disclosure and Non Solicitation. Executive agrees to execute and be bound by the terms and conditions of the Restrictive Covenants Agreement attached hereto as Exhibit B, which is hereby made a part of this Agreement. Upon termination of this Agreement, for whatever reason, Executive remains bound to the Non-Competition, Non-Disclosure and Non-Solicitation obligations set forth in Attachment B hereto.

Non Competition Non Disclosure and Non Solicitation. Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that the goodwill and patronage of the Company’s clients constitute a substantial asset of the Company having been acquired through considerable time, money and effort.

Non Competition Non Disclosure and Non Solicitation. (a) Upon any termination of Executive’s employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive’s breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company and its Subsidiaries. Executive will not, during or after the term of his em...

Non Competition Non Disclosure and Non Solicitation. (a) For a period commencing on the Closing Date and ending on the date that is one (1) year after the Closing Date (the "Restricted Period"), no Selling Party shall, and each Selling Party shall ensure that none of its respective Affiliates shall, engage, directly or indirectly, in an activity competitive with the Business in the United States (the "Restricted Area"). By way of further definition and explanation of the foregoing, and without limiting the generality of the foregoing restriction, during such Restricted Period, no Selling Party and none of their respective Affiliates shall devote any time or attention to acquiring, managing, operating, joining, controlling, participating or becoming financially interested in, or being connected with (in any capacity, whether as a partner, stockholder, investor, consultant, independent contractor, agent, representative or otherwise), or providing any direct or indirect financial assistance to, any Person that is engaged, directly or indirectly, in an activity competitive with the Business within the Restricted Area. Nothing contained herein, however, shall prohibit the Selling Party or any of their respective Affiliates from acquiring and owning, for investment purposes only, up to one percent (1%) of the outstanding equity securities of a Person engaged in an activity competitive with the Business if such equity securities of any such Person are available to the general public on a national securities exchange. (b) Each Selling Party hereby acknowledges, covenants and agrees that, from and after the date hereof, it will hold any and all items constituting Business Secrets communicated or transmitted to, or otherwise obtained by, it in strictest confidence. No Selling Party shall, regardless of the reason therefor, directly or indirectly make use of, exploit, disclose or divulge any Business Secrets to any other Person (except to the extent such information is required to be submitted to any Governmental Authority or to any other Person pursuant to subpoena or other court process or as may be permitted herein), or knowingly make any false statement or otherwise commit any act (including contacting any customers of the Business) that could in any way be injurious or detrimental to Buyer, the Business or to Buyer's use of the Purchased Assets, including, without limitation, Buyer's image, business or customer relations. (c) During the Restricted Period, no Selling Party shall, for its own benefit, or for the ben...

Non Competition Non Disclosure and Non Solicitation. 2.1 Executive agrees as follows:

Non Competition Non Disclosure and Non Solicitation