Non-Disclosure and Non-Competition. The provisions of this Section 9 shall survive termination of this Agreement. (a)
Non-Disclosure and Non-Competition. Executive acknowledges entering into the Non-Disclosure Agreement and the Non-Competition Agreement and hereby reaffirms Executive’s commitments and obligations under the Non-Disclosure Agreement and the Non-Competition Agreement. Nothing in this Agreement is intended to modify, amend, cancel or supersede the Non-Disclosure Agreement or the Non-Competition Agreement in any manner.
Non-Disclosure and Non-Competition. A. The Executive recognizes and acknowledges that he will have access to certain confidential information of the Company, including but not limited to, trade, secrets, customer lists, sales records and other proprietary commercial information, and that such information constitutes valuable, special and unique property of the Company. The Executive agrees that he will not, for any reason or purpose whatsoever, during or after the term of his employment, disclose any such confidential information to any party without the express authorization of the Company, except as necessary in the ordinary course of performing his duties hereunder.
Non-Disclosure and Non-Competition. (a) The Employee recognizes and acknowledges that he/she will have access to certain confidential information of the Company, including but not limited to, trade secrets, customer lists, sales records, future casino development plans and other proprietary commercial information, and that such information constitutes valuable, special and unique property of the Company. The Employee agrees that he/she will not, for any reason or purpose whatsoever, during or after the term of his/her employment, disclose any of such confidential information to any party without express authorization of the Company, except as necessary in the ordinary course of performing his/her duties hereunder.
Non-Disclosure and Non-Competition. Employee acknowledges that the ---------------------------------- successful marketing and development of Diamond Technology's professional services and products requires substantial time and expense. Such efforts utilize and generate valuable confidential and proprietary information, of which Employee will obtain knowledge. As used herein, "Confidential Information" means any information of Diamond Technology that Diamond Technology considers to be proprietary and treats as confidential or information of any third party that Diamond Technology is under an obligation to keep confidential, including, but not limited to, the following: inventions, products, business strategies, plans, proposals, deliverables, prospect and customer lists, methodologies, training materials, computer software, documents, models, source code, designs, know how, techniques, systems, processes, works of authorship, projects, plans, proposals and flow charts, and listings of any or all of the foregoing. All Confidential Information is and shall at all times remain the exclusive property of Diamond Technology. Confidential Information does not include: (i) information that at the time of disclosure is in the public domain through no fault of Employee's; (ii) information received from a third party outside of Diamond Technology that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of Diamond Technology; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed. Employee agrees to undertake the following obligations, which he/she acknowledges to be reasonably designed to protect Diamond Technology's legitimate business interest without unnecessarily or unreasonably restricting Employee's post-employment opportunities:
Non-Disclosure and Non-Competition. The Director shall execute the confidentiality and non-disclosure agreement attached hereto as Appendix A, which is incorporated into this Agreement.
Non-Disclosure and Non-Competition. The Executive recognizes and acknowledges that during the course of his employment with the Company and during the course of his future employment with the Company he has acquired and/or may subsequently acquire privileged and confidential information concerning the Company’s or its affiliates’ current and prospective customers, their methods and ways of doing business, their plans and goals for future activities, and other confidential or proprietary information belonging to the Company or its subsidiaries or relating to the Company’s or its affiliates’ affairs (collectively referred to herein as the “Confidential Information”). The Executive further acknowledges and agrees that the Confidential Information is the property of the Company and that any misappropriation or unauthorized use or disclosure of the Confidential Information would constitute a breach of trust causing irreparable injury to the Company, and it is essential to the protection of the Company and its goodwill and to the maintenance of the Company’s competitive position that the Confidential Information be kept secret and not be disclosed to others or used to the Executive’s own advantage or the advantage of others. Accordingly, the Executive agrees that:
Non-Disclosure and Non-Competition. Employee has executed a Nondisclosure Agreement of the Company attached hereto as Exhibit 1. In addition, during the Term and for a further period of one year thereafter, Employee shall not participate, without the written consent of the Company, in the management or control of, or act as an employee or officer of, any business operation which engages in any activity which is primarily engaged in or competes significantly with the material telecommunications businesses conducted by the Company or any of its Affiliates (the "Companies"). Such covenant shall apply within all territories in which the Companies are actively engaged in business or are actively soliciting business. The parties agree that if any portion of this Paragraph 9 shall be deemed by any court or agency to be unreasonable and/or unenforceable, then it shall be modified to the extent necessary to make it enforceable by such court or agency.
Non-Disclosure and Non-Competition. Seller and Founders, in order to ---------------------------------- induce Buyer and Parent to enter into this Agreement, each expressly covenants and agrees that neither Seller nor any of their affiliates will, directly or indirectly, (a) disclose or furnish to any person, other than Buyer or Parent, any proprietary information of, or confidential information concerning, the Business, Seller, Buyer or Parent or any affiliate of Seller, Buyer or Parent except as required by law; and (b) for a period of three years following the Closing Date, without the express written consent of the Buyer, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in (other than owning less than 5% of the securities of any publicly traded company), or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Buyer or Parent (or any affiliate of the Buyer or Parent) whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by Seller during any period, which business, activities, products and services shall include in any event providing promotional, marketing and education programs or providing other services currently provided by Seller or contemplated to be provided by Seller. Without implied limitation, the foregoing covenant shall include, during the three years following the Closing Date, soliciting or attempting to solicit for or on behalf of itself or any such competitor the employment of any officer or employee of the Buyer or Parent or any of their direct and/or indirect subsidiaries, encouraging for or on behalf of itself or any such competitor any such officer or employee to terminate his or her relationship or employment with the Buyer or the Parent or any of their direct or indirect subsidiaries, soliciting for or on behalf of itself or any such competitor any client of the Buyer or Parent or any of their direct or indirect subsidiaries and diverting to any person (as hereinafter defined) any client or business opportunity (which business opportunity is known to Seller by virtue of Xxxxx Xxxxxxx' employment with Parent) of the Buyer, the Parent or any of any of their direct or indirect subsidiaries. Additionally, the Seller and F...
Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4.2.a. While you are performing services for Garan pursuant to this Employment Agreement and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan or your performance under this Employment Agreement. 4.2.b. In the event that (i) your employment pursuant to this Employment Agreement is terminated by Garan pursuant to Section 3.2 or 3.3, (ii) you terminate your employment prior to the Term End pursuant to Section 3.6, or (iii) the term of this Employment Agreement ends, for so long as Garan continues to pay you in accordance with its payroll practices, but for not more than the 12 month period beginning on the last day you render services to Garan, compensation at an annual rate equal to the greater of (x) the total of your Base Compensation in effect on the last day that you render services to Garan plus your Annual Bonus as each was last determined by the Board in accordance with Section 2.1 or (y) the total of 12 times your average monthly Base Compensation in the 24 month period ending on the last day that you render services to Garan plus the average of your 2 Annual Bonuses as each was last determined by the Board in accordance with Section 2.1, you shall not directly or indirectly, enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterprise, or in any manner render any assistance to any business or endeavor whose business activities are the same, similar to, or competitive with any part of the business which is con...
