Non Solicitation and Non Disclosure Sample Clauses
The Non-Solicitation and Non-Disclosure clause serves to protect a party’s confidential information and business relationships during and after the term of an agreement. It typically prohibits one party from disclosing proprietary or sensitive information to third parties and from soliciting the other party’s employees or clients for a specified period. This clause is essential for safeguarding trade secrets, maintaining competitive advantage, and preventing unfair competition or loss of key personnel and clients.
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Non Solicitation and Non Disclosure. As a condition to your continued employment, you will be required to execute a Non-Competition, Non-Solicitation and Non-Disclosure Agreement, a copy of which is provided with this letter agreement.
Non Solicitation and Non Disclosure. In consideration for the grant of the Award, Grantee agrees that he or she will not, during Grantee’s employment with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for his or her own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its Subsidiaries, or (b) divert or attempt to divert from the Company any business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services. As further consideration for the grant of the Award, Grantee agrees that he or she will not at any time, either while employed by the Company or any of its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized by the Company) any confidential, nonpublic and/or proprietary information of the Company and its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or any of its Subsidiaries. This Section 10 shall survive termination of this Award.
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date of ---------------- this Agreement and continuing until the first anniversary of the date when Executive's employment terminates for any reason, Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on Executive's own behalf or on behalf of any other person or entity) for hire any employee or consultant of the Company or any of the Company's affiliates.
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date of this Agreement and continuing through the "restricted period" in 4(c), Employee shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on Employee's own behalf or on the behalf of any other person or entity) (i) any employee or independent contractor of the Company or any of the Company's affiliates to cease performing work or services for the Company or to perform work or services for any other party, (ii) any customer, supplier, licensee, or other business relations of the Company or Genisys (and/or its affiliates) for purpose of encouraging them to terminate their relationship with the Company or Genisys (and/or its affiliates) or in any way interfere with the relationship between such customer, supplier, licensee, or business relationship, on the one hand, and the Company or Genisys (and/or its affiliates), on the other hand, or (iii) any person who was an employee or independent contractor of the Company or Genisys (on any of its affiliates) within six (6) months after Employee's Employment was terminated, unless Genisys (and/or its affiliates) becomes or is insolvent.
Non Solicitation and Non Disclosure. In consideration for the grant of the Option, the Optionee agrees that he or she will not, during Optionee’s employment with the Company or any of its subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for his or her own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries, or (b) divert or attempt to divert from the Company any business relating to the provision of ready-mixed concrete and related services. As further consideration for the grant of the Option, the Optionee agrees that he or she will not at any time, either while employed by the Company or any of its subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized by the Company) any confidential, nonpublic and/or proprietary information of the Company and its subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or any of its subsidiaries.
Non Solicitation and Non Disclosure. (a) Non-Solicitation. During the period commencing on the date of this Agreement and continuing until the first anniversary of the date when the Executive’s Employment terminates for any reason, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on the Executive’s own behalf or on behalf of any other person or entity) either (i) any employee of the Companies or any of the Companies’ affiliates or (ii) the business of any customer of the Companies or any of the Companies’ affiliates on whom the Executive called or with whom the Executive became acquainted during his Employment if such solicitation would cause material harm to the Company.
Non Solicitation and Non Disclosure. The Seller shall not (a) at any time during the Restricted Period directly or indirectly solicit, induce or attempt to induce any person employed at any time after the Closing by the Purchaser or its Affiliates (including, without limitation, any current employees of Seller or its Affiliates employed by Purchaser or any of its Affiliates following the Closing) to enter the employ of the Seller or any other person or entity or (b) at any time after the Closing directly or indirectly divulge, or permit to be divulged to others, or use in any way any Proprietary Information. As used herein, the term “Proprietary Information” shall mean all client and customer lists, trade secrets, data, information, documents, inventions, developments, or forms owned or used by the Seller (on or prior to the applicable Closing Date) or the Purchaser, or which otherwise comprise Assets or relate to the Business; whether or not any of the foregoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection; provided however, that notwithstanding the foregoing, the term “Proprietary Information” shall not include any of the foregoing information or materials to the extent (i) generally known to the public through no wrongful act of the Seller or any of their Affiliates; (ii) lawfully received by the Seller from a third party without restriction on disclosure and without a breach by the third party of any obligation of confidentiality; (iii) independently developed by the Seller without use of any Proprietary Information; (iv) needed to be disclosed to a court of competent jurisdiction in order for the Seller to pursue any claim against the Purchaser hereunder; (v) required to be disclosed by a court of competent jurisdiction; or (vi) required by Law to be disclosed to a Government Entity; provided, however, in the case of the foregoing clauses (iv), (v) and (vi), the Purchaser is provided reasonable advance opportunity to seek in camera or other protection with respect to such disclosure.
Non Solicitation and Non Disclosure. In consideration for the grant of the Award, you agree that you will not, during your service with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for your own account or on behalf of or together with any other Person (a) call on or otherwise solicit any natural person who is employed by, or providing services to, the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its Subsidiaries, or (b) divert or attempt to divert from the Company or any of its Subsidiaries any customer, client or business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services. As further consideration for the grant of the Award, your agree that you will not at any time, either while providing services to, the Company or any of its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other Person (except as authorized in advance in writing by the Company) any confidential, nonpublic and/or proprietary information of the Company or any of its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements,
Non Solicitation and Non Disclosure. In consideration for the grant of the Award, the Grantee agrees that he or she will not, during the Grantee’s employment with the Company or any of its subsidiaries or affiliates, and for one year thereafter, directly or indirectly for his or her own account or on behalf of or together with another person, entity or organization (a) call on or otherwise solicit any natural person who is employed by the Company or any of its subsidiaries or affiliates in any capacity with the purpose or intent of attracting that person from the employ of the Company or its subsidiaries or affiliates, or (b) divert or attempt to divert any potential investment opportunities away from the Company. As further consideration for the grant of the Award, the Grantee agrees that he or she will not at any time, with while employed by the Company or its subsidiaries or affiliates, or any time thereafter, make any independent use of, or disclose to any person (except as authorized by the Company) any confidential, non-public and/or proprietary information of the Company and its subsidiaries or affiliates, including, without limitation, information derived from models, processes, reports, ideas, investment opportunities, legal documents, or other information in any form prepared by or performed by or on behalf of the Company or any of its subsidiaries or affiliates. This Section 20 shall survive the termination of this Agreement.
Non Solicitation and Non Disclosure. ▇▇▇▇▇▇▇ remains bound by the noncompete provisions of the Confidentiality and Non-Compete Agreement he signed when hired and of his Employment Agreement. For a period of two (2) years following termination of employment, ▇▇▇▇▇▇▇ will not, directly or indirectly:
(i) render services to, become employed by, be engaged as a consultant by, own, or have a financial or other interest in (either as an individual, partner, joint venture, owner, manager, employee, partner, officer, director, independent contractor, or other similar role) any domestic or foreign business that manufactures or distributes syringes. Unilife’s Chief Executive Officer may waive this provision in his sole written discretion.
(ii) Unilife acknowledges that after the termination of ▇▇▇▇▇▇▇’▇ employment with Unilife, ▇▇▇▇▇▇▇ may alone, or in conjunction with another entity or person, engage in or perform services for some other commercial activity. ▇▇▇▇▇▇▇ agrees that from the date of termination and thereafter for a period of two (2) years, ▇▇▇▇▇▇▇ will not interfere with the employment or advantageous business relationship which Unilife has with any current Unilife employees, shareholders, directors, customers, vendors, competitors, financial institution clients, or any other people or entities with whom Unilife has a business or employment relationship. ▇▇▇▇▇▇▇ expressly agrees not to solicit, on ▇▇▇▇▇▇▇’▇ own behalf or on behalf of another, any of Unilife’s employees to resign from their employment with Unilife in order to go to work elsewhere during this period. In the event that ▇▇▇▇▇▇▇ commits any breach of this Section 12, ▇▇▇▇▇▇▇ acknowledges that Unilife would suffer substantial and irreparable harm and damages. Accordingly, ▇▇▇▇▇▇▇ hereby agrees that in such event, Unilife shall be entitled to temporary and/or permanent injunctive relief, without the necessity of proving damage, to enforce the provisions of this Section, all without prejudice to any and all other remedies that Unilife may have at law or in equity and that Unilife may elect or invoke. ▇▇▇▇▇▇▇ agrees that if any of the provisions of this Section are or become unenforceable, the remainder hereof shall nevertheless remain binding upon him to the fullest extent possible, taking into consideration the purposes and spirit of this agreement. Any invalid or unenforceable provision is to be reformed to the maximum time, geographic and/or business limitations permitted by applicable laws, so as to be valid and enforceable. ▇...