Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities:
Noncompetition and Nondisclosure. (a) The Employee acknowledges that the Company has or will provide substantial training and will impart to the Employee confidential information and trade secrets
Noncompetition and Nondisclosure. The Executive agrees that as a -------------------------------- condition of his engagement he will execute simultaneously herewith and be bound by the terms of a certain Noncompetition and Nondisclosure Agreement (the "Nondisclosure Agreement") in the form attached hereto as Exhibit A, the terms of which are incorporated herein by reference.
Noncompetition and Nondisclosure. Employee agrees that, from the date hereof until the end of two (2) years after the termination of Employee's employment with the Company for any reason whatsoever (the "Noncompete Period"), Employee, unless acting in accordance with the Company's prior written consent and except as an employee of, or consultant to or director of, the Company, will not (directly or indirectly): (i) own, manage, operate, joint, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representatives, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by Employee to, any Person (as hereafter defined) engaged in (or that proposes to engage in) the business of the distribution of medical and surgical supplies or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for Employee's own benefit or for the benefit of anyone other than the Company or Contour, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.6 shall not be deemed to prohibit the ownership by Employee of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). For purposes hereof, "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any other syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. For purposes hereof, "Confidential Information" means the marketing arrangements, business plans, projections, financial information, training manuals, market strategies, internal performance statistics and other competitively sensitive information concerning the Company or its subsidiaries which is material to the Company or any such subsidiary and not generally known by the public, whether or not in written or tangible form. Employee acknowledges that (i) he has intimate knowledge of the business of the Company and its subsidiaries which, if exploited by him, in contravention of this Agreement, would seriously adversely an...
Noncompetition and Nondisclosure. (a) Employee covenants and agrees that throughout the Employment Period and for a period of twelve (12) months thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company during the Employment Period; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange or the NASDAQ Stock Market regularly traded in the Over the Counter market by a member of a national securities association.
Noncompetition and Nondisclosure. The nature of Employee's employment with Employer has given Employee access to trade secrets and confidential information, including information about its technology and customers. Therefore, during the one (1) year following the termination of employment without Cause or for Good Reason or for the period of the severance payment, whichever is less, Employee agrees that she will not divulge any confidential information or work directly or indirectly (as an employee, consultant, advisor or owner) for any of the following businesses or companies and their affiliates: Catalina Marketing Corporation, News America Marketing, ScanCoin Corporation, Brinks, Inc., planet U and Valassis Corporation. If within one year of the date of termination without Cause or for Good Reason or for the severance payment period, whichever is less, Employee violates this Section 8; Employee shall forfeit any remaining termination payments provided under Section 7. In addition, the Board may require that Employee forfeit to Employer any economic value realized upon exercise of options that were accelerated in connection with the Employees termination for Good Reason or without Cause.
Noncompetition and Nondisclosure. Employee acknowledges that the successful development, marketing, sale and performance of eLoyalty’s professional services and products require substantial time and expense. Such efforts generate for eLoyalty valuable and proprietary information that gives eLoyalty a business advantage over others who do not have such information. In addition, in connection with its provision of proposals, services and products to its customers and prospective customers, eLoyalty comes into possession of valuable and proprietary information of its customers, prospective customers, suppliers and business partners. All such information, whether of eLoyalty or its customers, prospective customers, suppliers or business partners is referred to herein as “Confidential Information” and includes, but is not limited to, the following: business plans and strategies, prospective or actual opportunities, proposals, deliverables, methodologies, training materials, other intellectual property, the nature, identity and requirements of customers, clients, suppliers and business partners, computer software, financial data of any nature, and any information of others that eLoyalty is obligated, contractually or otherwise, to treat in a confidential manner, in each case in whatever form, whether oral, written, graphic, recorded, photographic, machine readable or otherwise, and whether or not marked or otherwise labeled “confidential” or specifically indicated as being confidential and/or proprietary in nature. The term “Confidential Information” also includes all notes, analyses, compilations, studies, interpretations or other materials to the extent such materials contain or are based on other Confidential Information. Employee acknowledges that during the Term of Employment, Employee will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which Employee acknowledges to be reasonably designed to protect eLoyalty’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities:
Noncompetition and Nondisclosure. (a) (i) The Company acknowledges that (A) the Company is one of the limited number of Persons who are intimately familiar with the Business; (B) the Company has grown and developed the Business and (C) the Business is currently conducted throughout the world.
Noncompetition and Nondisclosure. 16 SECTION 5.2. No Interference . . . . . . . . . . . . . . 17 SECTION 5.3. Tax Treatment . . . . . . . . . . . . . . . 17
Noncompetition and Nondisclosure. The parties agree that due to the nature of Employee's position with the Company, Employee will have access to, will acquire, and will assist in developing confidential and proprietary information relating to the business and operations of the Company. Employee acknowledges that such information is and will continue to be of central importance to the business of the Company and that disclosure of such confidential and proprietary information would cause substantial loss and harm, to the Company. Employee accordingly agrees as follows:
