Common use of Restrictive Covenants and Confidentiality Clause in Contracts

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright in connection with the Executive's employment with the Company shall become and be the sole property of the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 shall survive the termination of the Executive's employment with the Company, irrespective of the reason therefor.

Appears in 3 contracts

Samples: Severance Pay Agreement (United Retail Group Inc/De), Severance Pay Agreement (United Retail Group Inc/De), Severance Pay Agreement (United Retail Group Inc/De)

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Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) one of its subsidiaries that involves United Retail Group, Inc. or the Companyone of its subsidiaries, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with the Company shall become and be the sole property of the Company. Neither the Company nor the Executive shall publicly disparage disparge the other during the Term or afterwards. The provisions of this Section 7 shall survive the termination of the Executive's employment with the Company, irrespective of the reason therefor.

Appears in 2 contracts

Samples: Severance Pay Agreement (United Retail Group Inc/De), Severance Pay Agreement (United Retail Group Inc/De)

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the The Executive agrees that she shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term thereto shall have been an associate employee of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During The Executive shall be bound by the Term provisions of Section 5(a), and shall perform her obligations pursuant to Section 5(a), during her employment and for 12 months thereafter. During her employment and thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 5 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rulesrule, regulation or law, the Executive she may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with the Company hereunder, during her employment, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 5 shall survive the termination of the Executive's employment with the Companyemployment, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's business. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 5, the Company would sustain irreparable harm and, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 5. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 5, and the Executive therefore agrees that the provisions of this Section 5 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Appears in 1 contract

Samples: Bonus Agreement (United Retail Group Inc/De)

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Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the The Executive agrees that she shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term thereto shall have been an associate employee of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During The Executive shall be bound by the Term provisions of Section 6(a), and shall perform her obligations pursuant to Section 6(a), during the term of her employment and for 12 months thereafter. During the term of her employment and thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 6 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rulesrule, regulation or law, the Executive she may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all designs, copyrights, processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with hereunder, during the Company term of her employment, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 6 shall survive the termination of the Executive's employment with the Companyemployment, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's business. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 6, the Company would sustain irreparable harm and, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 6. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 6, and the Executive therefore agrees that the provisions of this Section 6 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Appears in 1 contract

Samples: Super Bonus” Plan Agreement (United Retail Group Inc/De)

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