Nonsolicitation and Confidentiality Sample Clauses

Nonsolicitation and Confidentiality. In consideration of the mutual covenants provided for herein to the Stockholder at the Closing, the Stockholder agrees that:
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Nonsolicitation and Confidentiality. The terms of Section 15, “Non-Solicitation and Confidentiality,” of the Master Agreement (the “Master Agreement”) entered into by and between the parties as of January 1, 2002, shall be deemed incorporated herein and made a part hereof. For the purposes of this Agreement, the term “Services” in Section 15.1 of the Master Agreement shall mean the Services and Additional Services, as defined in this Agreement. The terms of Section 15 of the Master Agreement shall apply to any and all Proprietary Information exchanged or obtained as a result of the transactions contemplated by this Agreement. All terms and conditions of this Agreement shall also be deemed Proprietary Information as defined therein. Without limiting the foregoing, the terms and conditions of this Agreement shall not be disclosed to any third party (except to either party’s attorneys and accountants on a need-to-know basis, or as required by law) without the prior written consent of the other party. The parties further agree that the Recipient shall not use the Proprietary Information for any purpose other than as contemplated and authorized under this Agreement or the Master Agreement, unless otherwise expressly authorized by the Owner. Terms used in this Section 6 and not defined in this Agreement shall have the meaning set forth in the Master Agreement. The parties further agree that in the event that there is a conflict between the terms and conditions of this Agreement and the Master Agreement with respect to Proprietary Information, the terms of the Master Agreement shall control.
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Nonsolicitation and Confidentiality a) Nonsolicitation Throughout the Severance Period, Gxxxxxx will not, without the prior written consent of the Company, directly or indirectly, as a sole proprietor, member of a partnership, stockholder or investor, officer or director of a corporation, or as an employee, associate, consultant or agent of any person, partnership, corporation or other business organization or entity other than the Company: (i) solicit or endeavor to entice away from the Company, or any of its subsidiaries, any person or entity who is, or during the then most recent six (6) month period, was employed by, or had served as an agent or key consultant of, the Company or any of its subsidiaries, excluding those employees, agents or key consultants who may have served in that capacity within six months prior to the Termination Date but are not so serving on or after the Termination Date, and excluding specifically Fxxx Xxxxxxx and individuals who would be covered under this paragraph only through their affiliation with Fxxx Xxxxxxx; or (ii) solicit or endeavor to entice away from the Company or any of its subsidiaries any person or entity who is, or was within the then most recent six (6) month period, a customer or client (or reasonably anticipated (to the general knowledge of Gxxxxxx or the public) to become a customer or client) of the Company or any of its subsidiaries, excluding individual passengers.
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Nonsolicitation and Confidentiality. 4.1 (a) Subject to the provisions of Section 1.3 hereof, the Executive agrees that the Executive shall devote his or her full attention and efforts to the performance of the Executive's duties. In all aspects of the Executive's employment with the Company, the Executive shall act in the utmost good faith, deal fairly with the Company, and fully disclose to the Company all information which the Company might reasonably consider to be important or relevant to the Company's business. For the purpose of Section 4 of the Agreement, "
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Nonsolicitation and Confidentiality. Agent agrees that during the term of this Agreement and for a period of twelve (12) months thereafter, it will not, directly or indirectly, employ any current or former DY Logistics LLC employee or solicit DY Logistics LLC employees to leave their employment with DY Logistics LLC, assist any person or entity in such employment or solicitation, or solicit or accept shipments from customers of DY Logistics LLC whose transportation patterns, needs and volumes were made known to Agent in conjunction with its business relationship with DY Logistics LLC, including without limitation DY Logistics LLC customer relationships existing prior to and continuing during such period (but excluding Agent’s customer relationships existing prior to and continuing during such period). Agent understands and agrees that protection of DY Logistics LLC customer base is vital to DY Logistics LLC business and that loss of such customer(s) will cause irreparable harm to DY Logistics LLC. As such, the parties agree that one of DY Logistics LLC’s remedies in the event of a breach of this Section and Section 20 by Agent will be DY Logistics LLC’s right to seek injunctive relief for such breach. During the performance of this Agreement or after the termination or expiration of this Agreement, neither Agent nor DY Logistics LLC shall disclose to any other person or entity any of the procedures, practices, dealings or other information concerning the business, finances, transactions or affairs of Agent or DY Logistics LLC that is disclosed by Agent to DY Logistics LLC, by DY Logistics LLC to Agent or as a result of performance of DY Logistics LLC or Agent under this Agreement, in whatever form or which constitutes a trade secret under applicable law, including any verbal or written information or other documentation (collectively, “Confidential Information”). Confidential Information includes, without limitation, information concerning rates, charges, origins, destinations, products and sales or marketing information relating to a shipment. The provisions of this Section shall not apply to:
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Nonsolicitation and Confidentiality. Each Principal Stockholder shall have delivered its agreement that such Principal Stockholder and any investment fund under common control with such Principal Shareholder (it being understood that such agreement shall not apply to any portfolio company or other entity in which a Principal Shareholder or any investment fund under common control with such Principal Shareholder has made an investment):
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Nonsolicitation and Confidentiality 
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Related to Nonsolicitation and Confidentiality

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Non Competition and Confidentiality The Executive agrees that:

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows:

  • 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.

  • Proprietary Information and Confidentiality Both before and during the term of Executive’s employment, Executive will have access to and become acquainted with Company confidential and proprietary information (together “Proprietary Information”), including but not limited to information or plans concerning the Company’s products and technologies; customer relationships; personnel; sales, marketing and financial operations and methods; trade secrets; formulae and secret developments and inventions; processes; and other compilations of information, records, and specifications. Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during his/her employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the course of his/her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary Information does not include information that is otherwise publicly known or available, provided it has not become public as a result of a breach of this Agreement or any other agreement Executive has to keep information confidential. It is not a breach of this Agreement for Executive to disclose Proprietary Information (i) pursuant to an order of a court or other governmental or legal body or (ii) in connection with Protected Activity (as defined below). Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, Executive hereby acknowledges that the Company has provided Executive with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B.

  • Confidentiality and Nondisclosure The Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) in the performance of Executive’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by subpoena or court order, provided that, prior written notice of such required disclosure is provided to the Company and, provided further that all reasonable efforts to preserve the confidentiality of such information shall be made. As used in this Agreement, “Confidential Information” shall mean information that (i) is used or potentially useful in the business of the Company, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services, processing, manufacturing, marketing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, personal information and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of the Company’s customers, suppliers and trading partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of Confidential Information shall continue after Executive’s employment terminates for any reason for so long as the information is not generally known to the public.

  • Information and Confidentiality 20.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other.

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Non-Disclosure and Confidentiality 9.1. All Personal Data received by the Processor from the Controller and/or compiled by the Processor within the framework of this Data Processing Agreement is subject to a duty of confidentiality vis-à-vis third parties.

  • Confidentiality and Noncompetition The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement. The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement. Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

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