PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, or make available to the Executive confidential and proprietary information related to the Company's business including, without limitation, customer lists, financial information, ideas, processes, inventions, and devices (the "Confidential Information"), that such Confidential Information has been developed and will be developed through the expenditure by the Company of substantial time and money and that all such Confidential Information except to the extent it is in the public domain shall constitute trade secrets protected under applicable law. The Executive further agrees to use such Confidential Information only for the purpose of carrying out his duties with the Company and agrees that he will not, for a period of two (2) years after his last day of employment with the Company, misappropriate for himself or others or disclose to any third party, either directly or indirectly, any Confidential Information. It is expressly understood that Executive shall not be in breach of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information. (b) The Executive hereby agrees that for a period of two (2) years following his last day of employment by the Company, Executive shall not, without the written consent of the Company, knowingly solicit, entice, or persuade any other employees of the Company to leave the services of the Company for any reason. (c) The Executive further agrees that he will not, for a period of two (2) years following his last day of employment by the Company, enter into any relationship whatsoever, either directly or indirectly alone or in a partnership, or as an officer, director, employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent of the outstanding shares) of any corporation (other than the Company), or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment business similar to that engaged in by the Company in those states within the United States in which the Company is, at the time of such termination of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Volume Services America Inc), Employment Agreement (Volume Services America Holdings Inc)
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information"), formatting and programming concepts and plans; that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money; and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor, and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Should the Company make the election set forth in Section 6(c) hereof, the Executive hereby agrees that for a period after any Termination of two (2) years following his last day of employment by Employment, and through the CompanyNon-Solicitation Period, the Executive shall not, without the written consent of the Company, knowingly solicit, entice, or persuade any other employees of the Company to leave the services of the Company for any reason.
(c) The Executive further agrees that he will not, for a period of two (2) years following his last day of employment by the Company, enter into any relationship whatsoever, either not directly or indirectly alone or in a partnership, or as an officer, director, induce any employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent of any of the outstanding sharesProtected Companies (as defined below) of to terminate such employment or to become employed by any other person, firm, corporation (other than the Company), or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, entity that is directly or otherwise, with any enterprise, business, or division thereof (other than the Company), which is indirectly engaged in any of the contract concessions and entertainment radio, television, outdoor advertising, broadcasting or related business similar to that engaged in by the Company in those states within the United States activities in which the Company isand its subsidiaries or the Protected Companies have significant involvement (collectively, the "Competing Business Areas"), in each case at the effective time of such termination of employment.
(c) During the Employment Term and for a period of ninety days following his termination of employment (including, conducting its business and over which without limitation, termination by reason of expiration or non-renewal of this Agreement), the Executive has had agrees that he shall not be employed by or perform activities on behalf of, or have an ownership interest in, (i) any radio or television broadcasting station serving the same "Area of Dominant Influence" (as reported by Arbitron) as any of the radio or television broadcasting stations owned by the Company or its subsidiaries or affiliates, or the subsidiaries or affiliates of any of the Company's direct or indirect supervisory responsibility while stockholders owning more than twenty percent (20%) of the Company (collectively, the "Protected Companies"), or (ii) any person, firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly engaged in any Competing Business Area, in each case at the effective time of such Termination of Employment (other than beneficial ownership of up to five percent (5%) of the outstanding voting stock of a publicly traded company that owns such a competitor).
(d) The restrictions in this Section 7, to the extent applicable, shall survive the termination of this Agreement and shall be in addition to any restrictions imposed upon the Executive by statute or at common law.
(e) The parties hereby acknowledge that the restrictions in this Section 7 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Protected Companies from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 7 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 7 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The Executive acknowledges that the Protected Companies operate throughout the United States and that the effect of Section 7(c) may be to prevent him from working in the Competing Business Areas after his termination of employment of the Companyhereunder.
Appears in 2 contracts
Sources: Employment Agreement (Chancellor Media Corp/), Employment Agreement (Chancellor Media Corp/)
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information")formatting and programming concepts and plans, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that after any Termination of Employment, and through the Expiration Date the Executive shall not, without the written consent will not directly or indirectly induce any employee of any of the Company, knowingly solicit, entice, Protected Companies (as defined below) to terminate such employment or persuade to become employed by any other employees of the Company to leave the services of the Company for any reasonmedia company.
(c) The Should the Company make the election set forth in Section 6(c)(ii), the Executive further agrees that that, from and after the Termination of Employment and through the Expiration Date, he will notshall not be employed by or perform activities on behalf of, for a period or have an ownership interest in, (i) any radio or television broadcasting station serving the same "Area of two Dominant Influence" (2as reported by Arbitron) years following his last day as any of employment the radio or television broadcasting stations owned by the Company or its subsidiaries or affiliates, or the subsidiaries or affiliates of any of the Company's direct or indirect stockholders owning more than twenty percent (20%) of the Company (collectively the "Protected Companies"), enter into or (ii) any relationship whatsoeverperson, either firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly alone or engaged in a partnership, or as an officer, director, employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent any of the outstanding shares) of any corporation (other than the Company)radio, television, outdoor advertising or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment related business similar to that engaged in by the Company in those states within the United States activities in which the Company isand its subsidiaries or the Protected Companies have significant involvement (collectively, the "Competing Business Areas"), in each case at the effective time of such Termination of Employment (other than beneficial ownership of up to five percent (5%) of the outstanding voting stock of a publicly traded company that owns such a competitor).
(d) The restrictions in this Section 7, to the extent applicable, shall survive the termination of employment, conducting its business this Agreement and over which shall be in addition to any restrictions imposed upon the Executive has had direct by statute or indirect supervisory responsibility while at common law.
(e) The parties hereby acknowledge that the restrictions in this Section 7 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Protected Companies from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 7 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 7 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The Executive acknowledges that the Protected Companies operate in major and medium sized markets throughout the United States and that the effect of Section 7(c) may be to prevent him from working in the Competing Business Areas after his termination of employment of the Companyhereunder.
Appears in 2 contracts
Sources: Employment Agreement (Chancellor Media Corp/), Employment Agreement (Chancellor Media Mw Sign Corp)
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, inventions and devices (the "Confidential Information")devices, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and agrees that he will not, for a period of two (2) years after his last day of employment with not otherwise to disclose such information. No information otherwise in the Company, misappropriate for himself or others or disclose to any third party, either directly or indirectly, any Confidential Information. It is expressly understood that Executive public domain shall not be in breach of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Informationconsidered confidential.
(b) The Executive hereby agrees agrees, in consideration of his employment hereunder and in view of the confidential position to be held by the Executive hereunder, that during the Employment Term and for a the period ending on the date which is three years after the later of two (1) the termination of the Employment Term and (2) years following his last day of employment by the Companydate on which the Company is no longer required to provide the payments and benefits described in section 4, the Executive shall not, without the written consent of the Company, knowingly solicit, entice, entice or persuade any other employees of the Company or any affiliate of the Company to leave the services of the Company or such affiliate for any reason.
(c) The Executive further agrees that that, in the event of the Termination for Cause or the Voluntary Termination of his employment with the Company, he will not, shall not (except as to the activities described in section 3) for a period of two (2) three years following his last day of employment by the Company, such termination enter into any relationship whatsoever, either directly or indirectly indirectly, alone or in a partnership, or as an officer, director, employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent of the outstanding shares) of any corporation (other than the CompanyCompany or Holdings), or otherwise acquire or agree to acquire a significant percent present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, proprietor or otherwise, with any enterprise, business, business or division thereof (other than the CompanyCompany or Holdings), which is engaged in 4
(d) So long as the contract concessions and entertainment business similar to that engaged in Executive is employed by the Company in those states within and so long as the United States in which the Company isrestrictions of this section apply, at the time prior to accepting any engagement to act as an employee, officer, director, trustee, principal, agent or representative of such termination any type of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment service (other than as an employee of the Company), the Executive shall (i) to the extent not described in Section 3, disclose such engagement in writing to the Company and (ii) disclose to the other entity with which he has agreed to act as an employee, officer, director, trustee, agent or representative, or to other principals together with whom he proposes to act as a principal in such business or service, the existence of the covenants set forth in this section and the provisions of section 9.
(e) The restrictions in this section 8 shall survive the termination of this Agreement and shall be in addition to any restrictions imposed upon the Executive by statute or at common law.
(f) The parties hereby acknowledge that the restrictions in this section 8 have been specifically negotiated and agreed to by the parties hereto and are limited to only those restrictions necessary to protect the Company from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this section 8 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this section 8 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. 9. INJUNCTIVE RELIEF The Executive hereby expressly acknowledges that any breach or threatened breach by the Executive of any of the terms set forth in sections 3 and 8 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish. Therefore, the Executive agrees that the Company shall be entitled to apply for injunctive relief in a court of appropriate jurisdiction. The provisions of this section shall survive the Employment Term.
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business including, without limitation, customer lists, financial information, ideas, processes, inventions, and devices (the "Confidential Information")’s business, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company’s expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such infoffi1ation unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of Executive in violation hereof) shall be considered confidential. The Executive agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company’s property and shall be delivered to the Company upon its request therefore and in any event upon the termination of the Executive’s employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The restrictions in this Section 7 shall survive the termination of this Agreement and shall be in addition to any restrictions imposed upon the Executive by statute or at common law. The Executive hereby expressly acknowledges that any breach or threatened breach by the Executive of any of the terms set forth in Section 7 of this Agreement may result in significant and continuing injury to the Company. the monetary value of which would be impossible to establish. Therefore, the Executive agrees that for a period of two (2) years following his last day of employment by the Company, Executive shall not, without the written consent of the Company, knowingly solicit, entice, or persuade any other employees of the Company shall be entitled to leave the services of the Company apply for any reason.
(c) The Executive further agrees that he will not, for a period of two (2) years following his last day of employment by the Company, enter into any relationship whatsoever, either directly or indirectly alone or injunctive relief in a partnership, or as an officer, director, employee or stockholder (beneficially owning court of appropriate jurisdiction. The provisions of this Section 8 shall survive the stock or options to acquire stock totaling more than five percent of the outstanding shares) of any corporation (other than the Company), or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment business similar to that engaged in by the Company in those states within the United States in which the Company is, at the time of such termination of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment of the CompanyEmployment Term.
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information")formatting and programming concepts and plans, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that after any Termination of Employment, and through the Cessation Date the Executive shall not, without the written consent will not directly or indirectly induce any employee of any of the Company, knowingly solicit, entice, Protected Companies (as defined below) to terminate such employment or persuade to become employed by any other employees of the Company to leave the services of the Company for any reasonmedia company.
(c) The Should the Company make the election set forth in Section 6(c)(ii), the Executive further agrees that that, from and after the Termination of Employment and through the Cessation Date, he will notshall not be employed by or perform activities on behalf of, for a period or have an ownership interest in, (i) any radio or television broadcasting station or outdoor advertising company serving the same "Area of two Dominant Influence" (2as reported by Arbitron or any comparable service) years following his last day as any of employment the radio or television broadcasting stations or outdoor advertising company owned by the Company or its subsidiaries or affiliates, or the subsidiaries or affiliates of any of the Company's direct or indirect stockholders owning more than twenty percent (20%) of the Company (collectively the "Protected Companies"), enter into or (ii) any relationship whatsoeverperson, either firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly alone or engaged in a partnership, or as an officer, director, employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent any of the outstanding shares) of any corporation (other than the Company)radio, television, outdoor advertising or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment related business similar to that engaged in by the Company in those states within the United States activities in which the Company isand its subsidiaries or the Protected Companies have significant involvement (collectively, the "Competing Business Areas"), in each case at the effective time of such Termination of Employment (other than beneficial ownership of up to five percent (5%) of the outstanding voting stock of a publicly traded company that owns such a competitor).
(d) The restrictions in this Section 7, to the extent applicable, shall survive the termination of employment, conducting its business this Agreement and over which shall be in addition to any restrictions imposed upon the Executive has had direct by statute or indirect supervisory responsibility while at common law.
(e) The parties hereby acknowledge that the restrictions in this Section 7 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Protected Companies from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 7 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 7 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The Executive acknowledges that the Protected Companies operate in major and medium sized markets throughout the United States and that the effect of Section 7(c) may be to prevent him from working in the Competing Business Areas after his termination of employment of hereunder for the Companyperiod specified thereunder.
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information")formatting and programming concepts and plans, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that after any Termination of Employment, and through the Expiration Date the Executive shall not, without the written consent will not directly or indirectly induce any employee of any of the Company, knowingly solicit, entice, Protected Companies (as defined below) to terminate such employment or persuade to become employed by any other employees of the Company to leave the services of the Company for any reasonradio broadcasting station.
(c) The Should the Company make the election set forth in Section 6(d)(ii), the Executive further agrees that that, from and after the Termination of Employment and through the Expiration Date, he will notshall not be employed by or perform activities on behalf of, for a period or have an ownership interest in, (i) any radio or television broadcasting station serving the same "Area of two Dominant Influence" (2as reported by Arbitron) years following his last day as any of employment the radio or television broadcasting stations owned by the Company or its subsidiaries or affiliates, or the subsidiaries or affiliates of the Company's direct or indirect stockholders (collectively the "Protected Companies"), enter into or (ii) any relationship whatsoeverperson, either firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly alone or engaged in a partnershipany of the business activities in which the Protected Companies have significant involvement (collectively, or as an officerthe "Competing Business Areas"), director, employee or stockholder in each case at the effective time of such Termination of Employment (beneficially owning the stock or options other than beneficial ownership of up to acquire stock totaling more than five percent (5%) of the outstanding sharesvoting stock of a publicly traded company that owns such a competitor); provided, however, the foregoing shall not prohibit the Executive from being employed by or performing activities on behalf of, or having an ownership interest in, any entity that principally is in the business of owning or operating cable television systems or otherwise providing multi-channel video service, two-way return interactive high speed data service, or telephony service.
(d) The restrictions in this Section 7, to the extent applicable, shall survive the termination of this Agreement and shall be in addition to any restrictions imposed upon the Executive by statute or at common law.
(e) The parties hereby acknowledge that the restrictions in this Section 7 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Protected Companies from unfair competition. The parties hereby agree that if the scope or enforceability of any corporation (provision, paragraph or subparagraph of this Section 7 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 7 is separable from every other than provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The Executive acknowledges that the Company), or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged Protected Companies operate in the contract concessions major and entertainment business similar to that engaged in by the Company in those states within medium sized markets throughout the United States and that the effect of Section 7(c) may be to prevent him from working in which the Company is, at the time of such Competing Business Areas after his termination of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment of the Companyhereunder.
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information"), formatting and programming concepts and plans; that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money; and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor, and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Should the Company make the election set forth in Section 6(c) hereof, the Executive hereby agrees agrees, that for a period after any Termination of two (2) years following his last day of employment by Employment, and through the CompanyNon-Solicitation Period, the Executive shall not, without the written consent of the Company, knowingly solicit, entice, or persuade any other employees of the Company to leave the services of the Company for any reason.
(c) The Executive further agrees that he will not, for a period of two (2) years following his last day of employment by the Company, enter into any relationship whatsoever, either not directly or indirectly alone or in a partnership, or as an officer, director, induce any employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent of any of the outstanding sharesProtected Companies (as defined below) of to terminate such employment or to become employed by any other person, firm, corporation (other than the Company), or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, entity that is directly or otherwise, with any enterprise, business, or division thereof (other than the Company), which is indirectly engaged in any of the contract concessions and entertainment radio, television, outdoor advertising, broadcasting or related business similar to that engaged in by the Company in those states within the United States activities in which the Company is, at the time of such termination of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment of the Company.its
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information")formatting and programming concepts and plans, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that after any Termination of Employment, and through the Expiration Date the Executive shall not, without the written consent will not directly or indirectly induce any employee of any of the Company, knowingly solicit, entice, Protected Companies (as defined below) to terminate such employment or persuade to become employed by any other employees of the Company to leave the services of the Company for any reasonmedia company.
(c) The Should the Company make the election set forth in Section 6(c)(ii), the Executive further agrees that that, from and after the Termination of Employment and through the Expiration Date, he will notshall not be employed by or perform activities on behalf of, for a period or have an ownership interest in, (i) any radio or television broadcasting station serving the same "Area of two Dominant Influence" (2as reported by Arbitron) years following his last day as any of employment the radio or television broadcasting stations owned by the Company or its subsidiaries or affiliates, or the subsidiaries or affiliates of any of the Company's direct or indirect stockholders owning more than twenty percent (20%) of the Company (collectively the "Protected Companies"), enter into or (ii) any relationship whatsoeverperson, either firm, corporation or other entity, or in connection with any business enterprise, that is directly or indirectly alone or engaged in a partnership, or as an officer, director, employee or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent any of the outstanding shares) of any corporation (other than the Company)radio, television, outdoor advertising or otherwise acquire or agree to acquire a significant percent or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment related business similar to that engaged in by the Company in those states within the United States activities in which the Company isand its subsidiaries or the Protected Companies have significant involvement (collectively, the "Competing Business Areas"), in each case at the effective time of such Termination of Employment (other than beneficial ownership of up to five percent (5%) of the outstanding voting stock of a publicly traded company that owns such a competitor).
(d) The restrictions in this Section 7, to the extent applicable, shall survive the termination of employment, conducting its business this Agreement and over which shall be in addition to any restrictions imposed upon the Executive has had direct by statute or indirect supervisory responsibility while at common law.
(e) The parties hereby acknowledge that the restrictions in this Section 7 have been specifically negotiated and agreed to by the parties hereto and are limited only to those restrictions necessary to protect the Protected Companies from unfair competition. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 7 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances. Each provision, paragraph and subparagraph of this Section 7 is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The Executive acknowledges that the Protected Companies operate in major and medium sized markets throughout the United States and that the effect of Section 7(c) may be to prevent him from working in the Competing Business Areas after his termination of employment of the Company.hereunder. 12 13
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Sources: Employment Agreement (Chancellor Media Mw Sign Corp)
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, ideas and devices (the "Confidential Information")formatting and programming concepts and plans, that such Confidential Information confidential or proprietary information has been developed and will be developed through the Company's expenditure by the Company of substantial time and money money, and that all such Confidential Information except confidential information could be used by the Executive and others to compete with the extent it is in the public domain Company. The Executive hereby agrees that all such confidential or proprietary information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential or proprietary information only for the purpose of carrying out his duties with the Company and not to disclose such information unless required to do so by subpoena or other legal process. No information otherwise in the public domain (other than by an act of the Executive in violation hereof) shall be considered confidential. The Executive further agrees that he will notall memoranda, for a notices, files, records and other documents concerning the business of the Company, made or compiled by the Executive during the period of two (2) years after his last day employment or made available to him, shall be the Company's property and shall be delivered to the Company upon its request therefor and in any event upon the termination of the Executive's employment with the Company, misappropriate for himself or others or disclose to any third partyprovided, either directly or indirectlyhowever, any Confidential Information. It is expressly understood that the Executive shall not be in breach permitted to retain copies of personal correspondence generated or received by him during the Employment Term, subject to the use restrictions of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Information7(a).
(b) The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that after any Termination of Employment, and through the Expiration Date the Executive shall not, without the written consent will not directly or indirectly induce any employee of any of the Company, knowingly solicit, entice, Protected Companies (as defined below) to terminate such employment or persuade to become employed by any other employees of the Company to leave the services of the Company for any reasonradio broadcasting station.
(c) The Should the Company make the election set forth in Section 6(c)(ii), the Executive further agrees that that, from and after the Termination of Employment and through the Expiration Date, he will notshall not be employed by or perform activities on behalf of, for a period or have an ownership interest in, (i) any radio or television broadcasting station serving the same "Area of two Dominant Influence" (2as reported by Arbitron) years following his last day as any of employment the radio or television broadcasting stations owned by the Company, enter into any relationship whatsoever, either directly Company or indirectly alone its subsidiaries or in a partnershipaffiliates, or as an officer, director, employee the subsidiaries or stockholder (beneficially affiliates of any of the Company's direct or indirect stockholders owning the stock or options to acquire stock totaling more than five twenty percent (20%) of the outstanding shares) of any corporation Company (other than collectively the Company"Protected Companies"), or otherwise acquire or agree to acquire a significant percent or future equity (ii) any person, firm, corporation or other proprietorship interest, whether as a stockholder, partner, proprietorentity, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged in the contract concessions and entertainment business similar to that engaged in by the Company in those states within the United States in which the Company is, at the time of such termination of employment, conducting its business and over which the Executive has had direct or indirect supervisory responsibility while in the employment of the Company.in
Appears in 1 contract
PROTECTED INFORMATION; PROHIBITED SOLICITATION. (a) a. The Executive hereby recognizes and acknowledges that during the course of his employment by the Company, the Company has disclosed and will furnish, disclose, disclose or make available to the Executive confidential and or proprietary information related to the Company's business business, including, without limitation, customer lists, financial information, ideas, processes, inventions, inventions and devices (the "Confidential Information")devices, that such Confidential Information confidential or proprietary information has been developed and will be developed through the expenditure by the Company of substantial time and money and that all such Confidential Information except to the extent it is in the public domain confidential information shall constitute trade secrets protected under applicable law. The Executive secrets, and further agrees to use such Confidential Information confidential proprietary information only for the purpose of carrying out his duties with the Company and agrees that he will not, for a period of two (2) years after his last day of employment with not otherwise to disclose such information. No information otherwise in the Company, misappropriate for himself or others or disclose to any third party, either directly or indirectly, any Confidential Information. It is expressly understood that Executive public domain shall not be in breach of this Section 6(a) for any disclosure he is required to make by virtue of a final unappealable order of a court of competent jurisdiction. It is further expressly agreed that Executive shall return to the Company at the time of termination and not retain any property belonging to the Company, including, without limitation any and all originals and copies of documents referencing or containing any Confidential Informationconsidered confidential.
(b) b. The Executive hereby agrees that for a period agrees, in consideration of two (2) years following his last day employment hereunder and in view of employment the confidential position to be held by the CompanyExecutive hereunder, that during the Employment Term and for the period ending on the date which is one (1) year after the later of (A) the termination of the Employment Term and (B) the date on which the Company is no longer required to provide the payments and benefits described in paragraph 4, the Executive shall not, without the written consent of the Company, knowingly solicit, entice, entice or persuade any other employees of the Company or any affiliate of the Company to leave the services of the Company or such affiliate for any reason.
(c) The c. So long as the Executive further agrees that he will not, for a period of two (2) years following his last day of employment is employed by the CompanyCompany and so long as the restrictions of this paragraph 11 apply, enter into prior to accepting any relationship whatsoever, either directly or indirectly alone or in a partnership, or engagement to act as an employee, officer, director, employee trustee, principal, agent or stockholder (beneficially owning the stock or options to acquire stock totaling more than five percent of the outstanding shares) representative of any corporation type of business or service (other than as an employee of the Company), the Executive shall (A) disclose such engagement in writing to the Company, and (B) disclose to the other entity to which he has agreed to act as an employee, officer, director, trustee, agent or otherwise acquire representative, or agree to acquire a significant percent or future equity or other proprietorship interest, whether principals together with whom he proposes to act as a stockholderprincipal in such business or service, partner, proprietor, or otherwise, with any enterprise, business, or division thereof (other than the Company), which is engaged existence of the covenants set forth in this paragraph 11 and the contract concessions and entertainment business similar to that engaged in by provisions of paragraph 12 hereof.
d. The restrictions of this paragraph 11 shall survive the Company in those states within the United States in which the Company is, at the time of such termination of employment, conducting its business this Agreement and over which shall be in addition to any restrictions imposed upon the Executive has had direct by statute or indirect supervisory responsibility while in the employment of the Companyat common law.
Appears in 1 contract