Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets.
Appears in 5 contracts
Sources: Employment Agreement (Porter Bancorp, Inc.), Employment Agreement (Porter Bancorp, Inc.), Employment Agreement (Emclaire Financial Corp)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive’s employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Executive further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of protections afforded the Executive that constitutes a breach of this Company and its subsidiaries in Section 7, generally known Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or available make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and provided furtherany additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive’s employment with the EmployersCompany, the Executive will not, at :
7.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
7.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive’s employment or at with the Company,
7.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 5 contracts
Sources: Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. The Executive Employee acknowledges that he has hadthat, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing the duties described herein, he shall have access to and may be entrusted with certain information pertaining to the present and contemplated business activities of the Company. Employee acknowledges that this information is of great value and necessary for Employee to perform his services effectively, and that the disclosure of such information to any other party would be detrimental to the interests of the Company, which information includes, but may not be limited to, all files, records, documents, training and operational manuals, research, policies, plans, systems, lists, charts, names, addresses and telephone numbers of clients of the Company, compilations of information relating to the business of the Company, whether said information was generated by a third party or by the Company , and similar items relating to the business of the Company, whether prepared by Employee during the term of this Agreement or otherwise coming into his possession ("Trade Secrets"). Employee acknowledges and agrees with the Company that such Trade Secrets are the sole proprietary information of the Company and shall be treated by Employee as confidential information of the Company, and that none of said Trade Secrets or the facts contained therein shall be transmitted verbally or in writing by Employee except in the ordinary course of conducting business for the Employers, Company. Employee covenants and agrees with the Executive Company that he will not, at any timeduring the term of this Agreement, directly or indirectly use, divulge, furnish or make accessible disclose such Trade Secrets to any person any Trade Secretsor entity, but instead will keep all nor use the Trade Secrets strictly other than as may reasonably be required in the normal course of employment under this Agreement; and absolutely confidentialthat he will not, after termination of this Agreement, disclose or make use of such Trade Secrets without the prior written consent of the Company. The Executive will deliver promptly Employee agrees that the Trade Secrets shall remain the exclusive property of the Company and shall not be copied or reproduced in any manner whatsoever without the prior written consent of the Company and shall be returned to the Employers, at the Company upon termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secretsthis Agreement.
Appears in 4 contracts
Sources: Employment Agreement (Micropac Industries Inc), Employment Agreement (Micropac Industries Inc), Employment Agreement (Micropac Industries Inc)
Trade Secrets. The Executive acknowledges that he has hadDuring the term of Employee's employment, the Company ------------- will provide Employee access to, and Employee will have, have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of their confidential information and secret status by the Company or its Affiliates and because of the Employers fiduciary position occupied by Employee with the Company; (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint venturesc) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services have been developed by the Executive Company and its Affiliates for and on behalf of the Employers Company and its Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (“d) give the Company and its Affiliates an advantage over competitors who do not know or use the Trade Secrets”). Trade Secrets shall not include any information that: ; (ie) is now, or hereafter becomes, through no act or failure are of such value and nature as to act on make it reasonable and necessary to protect and preserve the part confidentiality and secrecy of the Executive that constitutes a breach Trade Secrets; and (f) are valuable, special and unique assets of this Section 7the Company and its Affiliates, generally known or available the disclosure of which could cause substantial injury and loss of profits and goodwill to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee Company and its Affiliates. Employee will not use in any way or agent disclose any of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to the business of the Company and its Affiliates, whether prepared by Employee or otherwise coming into Employee's possession, will remain the exclusive property of the Company and its Affiliates and will not be removed from the premises of the Company and its Affiliates under any circumstances without the prior written consent of the President of the Company (except in the ordinary course of business during Employee's period of employment), and in any event will be promptly delivered to the Company upon termination of Employee's employment with the Company and its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any Trade Secretsentity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the President of the Company.
Appears in 3 contracts
Sources: Employment Agreement (Pillowtex Corp), Employment Agreement (Pillowtex Corp), Employment Agreement (Pillowtex Corp)
Trade Secrets. The Executive Employee acknowledges that he has hadhis employment position with CMG is one of trust and confidence. Employee further understands and acknowledges that, and during the course of Employee's employment with CMG, Employee will have, be entrusted with access to certain confidential information of the Employers (includinginformation, specialized knowledge and trade secrets which belong to CMG including but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Employee acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers CMG (hereinafter “Trade Secrets”). Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Employee further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of the Executive that constitutes a breach of this protections afforded CMG in Section 7, generally known Employee would not be entrusted with any of such Trade Secrets. Accordingly, Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Employee will at no time take any action or available make any statement that will disparage or discredit CMG, any of its subsidiaries or their products or services;
7.1.2 During the period of Employee's employment with CMG and for twenty-four (24) months immediately following the termination of such employment, Employee will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed in connection with the written approval business of the Employers; CMG or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by CMG or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Employee as a result of his employment by CMG, or other relationship with the Companies, and which is not otherwise publicly available. Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Employee's employment with CMG, Employee will return to CMG all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Employee from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and provided furtherany additional personal property;
7.1.4 During the term of the Agreement and, for a period of twenty-four (24) months immediately following the termination of the Employee's employment with CMG, Employee shall not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of CMG, which may be withheld in CMG’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the Executive is required to disclose such confidential informationpurchase or beneficial ownership by Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, he shall give for a period of twenty-four (24) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the EmployersEmployee's employment with CMG, the Executive Employee will not:
7.1.5.1 solicit or accept competing business from any customer of any of the Companies or any person or entity known by Employee to be or have been, at during the preceding 18 months, a customer or Prospective Customer of any timeof the Companies without the prior written consent of CMG;
7.1.5.2 encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Employee will not during the period of his employment with CMG and, subject to the provisions hereof for a period of twenty-four (24) months immediately following the termination of Employee's employment with CMG,
7.1.6.1 conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Employee's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Employee as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies. Employee shall not be deemed to hire any such person so long as Employee did not directly or indirectly use, divulge, furnish engage in or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secretsencourage such hiring.
Appears in 3 contracts
Sources: Employment Agreement (CMG Holdings Group, Inc.), Employment Agreement (CMG Holdings Group, Inc.), Employment Agreement (CMG Holdings Group, Inc.)
Trade Secrets. The Executive Employee acknowledges that he has hadhis employment position with MLI is one of trust and confidence. The Employee further understands and acknowledges that, and during the course of the Employee's employment with MLI, the Employee will have, be entrusted with access to certain confidential information of the Employers (information, specialized knowledge and trade secrets which belong to MLI, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective future market strategies, formulas, patterns, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which the Employee acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential know-howand the exclusive Property of MLI and its subsidiaries (hereinafter "Trade Secrets"). The Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. The Employee further acknowledges that, absent the protections afforded MLI and its subsidiaries in this paragraph, the Employee would not be entrusted with any of such Trade Secrets. Accordingly, the Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement, regardless of the reason) as follows:
7.1.1. The Employee will at no time take any action or make any statement that will discredit MLI, any of its subsidiaries or their products or services.
7.1.2. During the period of the Employee's employment with MLI and for 60 months immediately following the termination of such employment, the Employee will not disclose or reveal to any person, firm or corporation other than in connection with the business of MLI and its subsidiaries or as may be required by law, any Trade Secret used or useable by MLI or any of its subsidiaries, divisions or affiliated companies (collectively the "Companies") in connection with their respective businesses, known to Employee as a result of his employment by MLI, or other relationship with the Companies, and which is not otherwise publicly available. Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available.
7.1.3. Upon the termination of the Employee's employment with MLI, the Employee will return to MLI all documents, customer lists, marketing plans, business plans, financial and pricing customer information, product samples, presentation materials, drawing specifications, equipment and information regarding acquisitions, mergers and/or joint ventures) concerning other materials relating to the business, customers, contacts, prospects, and assets business of any of the Employers that is uniqueCompanies, valuable which the Employee hereby acknowledges are the sole and not generally exclusive property of the Companies or any one of them.
7.1.4. During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of 36 months immediately following the termination of the Employee's employment with MLI, Employee will not:
7.1.4.1. solicit or accept competing business from any customer of any of the Companies or any person or entity known outside by the EmployersEmployee to be or have been, and that was obtained during the term of the Employee's employment with MLI, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of MLI;
7.1.4.2. encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Employers Companies; or
7.1.4.3. compete, or which was learned participate as a result shareholder, director, officer, partner (limited or general), trustee, holder of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is nowa beneficial interest, or hereafter becomesemployee, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under or representative in any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed business competing directly with the Companies without the prior written approval consent of the EmployersMLI, which may be withheld in MLI's sole discretion; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided furtherprovided, however, that if nothing contained herein shall be construed to limit or prevent the Executive is required to disclose such confidential information, he shall give purchase or beneficial ownership by Employee of less than five percent of any security registered under Section 12 or 15 of the Employers notice Securities Exchange Act of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential1934.
7.1.4.4. The Executive Employee will deliver promptly not during the period of his employment with MLI and, subject to the Employers, at provisions hereof for a period of 36 months immediately following the termination of his Employee's employment or at with MLI,
7.1.4.4.1. conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secrets.of the matters covered hereunder;
7.1.4.4.2. encourage, induce or solicit any person employed by any of the Companies to facilitate the Employee's violation of the covenants contained hereunder;
7.1.4.4.3. assist any entity to solicit the employment of any employee of any of the Companies; or
Appears in 3 contracts
Sources: Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.)
Trade Secrets. The Executive Employee acknowledges that he has hadhis employment position with MLI is one of trust and confidence. The Employee further understands and acknowledges that, and during the course of the Employee's employment with MLI, the Employee will have, be entrusted with access to certain confidential information of the Employers (information, specialized knowledge and trade secrets which belong to MLI, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which the Employee acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable MLI and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). The Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. The Employee further acknowledges that, absent the protections afforded MLI and its subsidiaries in this paragraph, the Employee would not be entrusted with any of such Trade Secrets. Accordingly, the Employee agrees and covenants (which agreement and covenant shall not include any information that: (i) is nowsurvive the termination of this Agreement, or hereafter becomes, through no act or failure to act on the part regardless of the Executive reason) as follows:
7.1.1. The Employee will at no time take any action or make any statement that constitutes a breach will discredit MLI, any of this Section 7its subsidiaries or their products or services.
7.1.2. During the period of the Employee's employment with MLI and for 60 months immediately following the termination of such employment, generally known the Employee will not disclose or available reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed in connection with the written approval business of the Employers; MLI and its subsidiaries or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by MLI or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or affiliated companies (collectively the “Companies”) in connection with their respective businesses, known to Employee as a result of his employment by MLI, or other relationship with the Companies, and which is not otherwise publicly available. Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available.
7.1.3. Upon the termination of the Employee's employment with MLI, the Employee will return to MLI all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which the Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them.
7.1.4. During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of 36 months immediately following the termination of the Employee's employment with MLI, Employee will not:
7.1.4.1. solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Employee to be or have been, during the term of the Employee's employment with MLI, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of MLI;
7.1.4.2. encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; and provided furtheror
7.1.4.3. compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of MLI, which may be withheld in MLI's sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the Executive is required to disclose such confidential information, he shall give purchase or beneficial ownership by Employee of less than five percent of any security registered under Section 12 or 15 of the Employers notice Securities Exchange Act of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential1934.
7.1.4.4. The Executive Employee will deliver promptly not during the period of his employment with MLI and, subject to the Employers, at provisions hereof for a period of 36 months immediately following the termination of his Employee's employment or at with MLI,
7.1.4.4.1. conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secrets.of the matters covered hereunder;
7.1.4.4.2. encourage, induce or solicit any person employed by any of the Companies to facilitate the Employee's violation of the covenants contained hereunder;
7.1.4.4.3. assist any entity to solicit the employment of any employee of any of the Companies; or
Appears in 3 contracts
Sources: Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.), Employment Agreement (Medlink International, Inc.)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 8, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on survive the part termination of this Agreement regardless of the reason) as follows:
8.1.1 Executive will at no time take any action or make any statement that constitutes a breach will disparage or discredit the Company, any of this Section 7its subsidiaries or their products or services;
8.1.2 During the period of Executive's employment with the Company and for 60 months immediately following the termination of such employment, generally known Executive will not disclose or available reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsionAffiliates (collectively, including pursuant to or the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
8.1.3 Upon the termination of Executive's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his Rolodex, his personal correspondence files; and provided furtherany additional personal property;
8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any publicly traded security;
8.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive's employment with the EmployersCompany, the Executive will not, at :
8.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding eighteen (18) months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
8.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
8.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive's employment or at with the Company,
8.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 8;
8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive's violation of the covenants contained in this Section 8;
8.1.6.3 assist any entity to solicit the employment of any Executive of any of the Companies; or
8.1.6.4 employ or hire any Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, co-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 2 contracts
Sources: Employment Agreement (Thompson Designs Inc), Employment Agreement (Islet Sciences, Inc)
Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, prospects and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliateaffiliate thereof; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Employers or any of their respective subsidiaries (the “Government Agencies”). The Executive further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Employers or any of their respective subsidiaries. In the event that the Executive is required by law to disclose any Trade Secret, the Executive will: (A) if and to the extent permitted by such law provide the Employers with prompt notice of such requirement prior to the disclosure so that the Employers may waive the requirements of this Agreement or seek an appropriate protective order at the Employers’ sole expense; and (B) use commercially reasonable efforts to obtain assurances that any Trade Secret disclosed will be accorded confidential treatment substantially on the same basis as provided in this Agreement. If, in the absence of a waiver or protective order, the Executive is nonetheless, in the opinion of his counsel, required to disclose any Trade Secret, disclosure may be made only as to that portion of the Trade Secret that counsel advises the Executive is required to be disclosed. In addition, pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. §1833(b), the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's Trade Secrets to the attorney and use the Trade Secret information in the court proceeding if the individual (y) files any document containing the Trade Secret under seal; and (z) does not disclose the Trade Secret, except pursuant to court order. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies.
Appears in 2 contracts
Sources: Employment Agreement (Uscb Financial Holdings, Inc.), Employment Agreement (Uscb Financial Holdings, Inc.)
Trade Secrets. The Executive acknowledges that he has hadher employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive’s employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use her best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Executive further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of protections afforded the Executive that constitutes a breach of this Company and its subsidiaries in Section 7, generally known Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or available make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of her employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, she will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by she during the course of her employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to her personal entitlements and obligations, her rolodex, her personal correspondence files; and provided furtherany additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive’s employment with the EmployersCompany, the Executive will not, at :
7.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
7.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will deliver promptly not during the period of her employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive’s employment or at with the Company,
7.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 2 contracts
Sources: Employment Agreement (Enlightify Inc.), Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Executive further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of protections afforded the Executive that constitutes a breach of this Company and its subsidiaries in Section 7, generally known Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or available make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive's employment with the Company and for sixty (60) months immediately following the termination of such employment, Executive will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and provided furtherany additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive's employment with the EmployersCompany, the Executive will not, at :
7.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
7.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive's employment or at with the Company,
7.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any employee of any of the Companies; or
7.1.6.4 employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 2 contracts
Sources: Employment Agreement (China Green Agriculture, Inc.), Employment Agreement (China Green Agriculture, Inc.)
Trade Secrets. The Executive Employee acknowledges that he has hadthat, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing the duties described herein, she shall have access to and may be entrusted with certain information pertaining to the present and contemplated business activities of the Company. Employee acknowledges that this information is of great value and necessary for Employee to perform her services effectively, and that the disclosure of such information to any other party would be detrimental to the interests of the Company, which information includes, but may not be limited to, all files, records, documents, training and operational manuals, research, policies, plans, systems, lists, charts, names, addresses and telephone numbers of clients of the Company, compilations of information relating to the business of the Company, whether said information was generated by a third party or by the Company , and similar items relating to the business of the Company, whether prepared by Employee during the term of this Agreement or otherwise coming into her possession ("Trade Secrets"). Employee acknowledges and agrees with the Company that such Trade Secrets are the sole proprietary information of the Company and shall be treated by Employee as confidential information of the Company, and that none of said Trade Secrets or the facts contained therein shall be transmitted verbally or in writing by Employee except in the ordinary course of conducting business for the Employers, Company. Employee covenants and agrees with the Executive Company that she will not, at any timeduring the term of this Agreement, directly or indirectly use, divulge, furnish or make accessible disclose such Trade Secrets to any person any Trade Secretsor entity, but instead will keep all nor use the Trade Secrets strictly other than as may reasonably be required in the normal course of employment under this Agreement; and absolutely confidentialthat she will not, after termination of this Agreement, disclose or make use of such Trade Secrets without the prior written consent of the Company. The Executive will deliver promptly Employee agrees that the Trade Secrets shall remain the exclusive property of the Company and shall not be copied or reproduced in any manner whatsoever without the prior written consent of the Company and shall be returned to the Employers, at the Company upon termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secretsthis Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Micropac Industries Inc), Employment Agreement (Micropac Industries Inc)
Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 78, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliatetheir affiliates; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets.
Appears in 2 contracts
Sources: Employment Agreement (Limestone Bancorp, Inc.), Employment Agreement (Limestone Bancorp, Inc.)
Trade Secrets. The Executive Employee acknowledges that he has had, and will have, had access to and become familiar with various trade secrets and proprietary and confidential information of the Employers (Riverbed, its subsidiaries and affiliates, including, but not limited to, current and prospective confidential know-howprocesses, computer programs, compilations of information, records, sales procedures, customer decision makers, customer requirements, pricing techniques, customer lists, marketing plansmethods of doing business and other confidential information (collectively, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned referred to as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”), which are owned by Riverbed, its subsidiaries and/or affiliates and regularly used in the operation of its business, and as to which Riverbed, its subsidiaries and/or affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Trade Secrets shall (1) are secret and not include any information that: known in the industry; (i2) is now, give Riverbed or hereafter becomes, through no act its subsidiaries and/or affiliates an advantage over competitors who do not know or failure use the Trade Secrets; (3) are of such value and nature as to act on make it reasonable and necessary to protect and preserve the part confidentiality and secrecy of the Executive that constitutes a breach Trade Secrets; and (4) are valuable and special and unique assets of this Section 7Riverbed or its subsidiaries and/or affiliates, generally known the disclosure of which could cause substantial injury and loss of profits and goodwill to Riverbed or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee its subsidiaries and/or affiliates. Employee may not use in any way or agent disclose any of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, at any time in the future, except as required in connection with a judicial or administrative proceeding, or if the information becomes public knowledge other than as a result of an unauthorized disclosure by the Employee. All files, records, documents, information, data, and similar items relating to the business of Riverbed, whether prepared by Employee or otherwise coming into his possession, will remain the exclusive property of Riverbed, and in any event must be promptly delivered to Riverbed upon execution of this Agreement. Employee agrees that upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal, or person, Employee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to Riverbed. For this purpose, Employee irrevocably nominates and appoints Riverbed (including any attorney retained by Riverbed) as his true and lawful attorney-in-fact, to act in Employee’s name, place and stead to perform any act that Employee might perform to defend and protect against any disclosure of any Trade SecretsSecret.
Appears in 1 contract
Sources: General Release Agreement (Riverbed Technology, Inc.)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with WMGC is one of trust and confidence. The Executive further understands and acknowledges that, and during the course of the Executive's employment with WMGC, the Executive will have, be entrusted with access to certain confidential information of the Employers (information, specialized knowledge and trade secrets which belong to WMGC, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective future market strategies, formulas, patterns, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which the Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential know-howand the exclusive Property of WMGC and its subsidiaries (hereinafter "Trade Secrets"). The Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. The Executive further acknowledges that, absent the protections afforded WMGC and its subsidiaries in this paragraph, the Executive would not be entrusted with any of such Trade Secrets. Accordingly, the Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement, regardless of the reason) as follows: The Executive will at no time take any action or make any statement that will discredit WMGC, any of its subsidiaries or their products or services. During the period of the Executive's employment with WMGC and for 60 months immediately following the termination of such employment, the Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business of WMGC and its subsidiaries or as may be required by law, any Trade Secret used or useable by WMGC or any of its subsidiaries, divisions or affiliated companies (collectively the "Companies") in connection with their respective businesses, known to Executive as a result of his employment by WMGC, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available. Upon the termination of the Executive's employment with WMGC, the Executive will return to WMGC all documents, customer lists, marketing plans, business plans, financial and pricing customer information, product samples, presentation materials, drawing specifications, equipment and information regarding acquisitions, mergers and/or joint ventures) concerning other materials relating to the business, customers, contacts, prospects, and assets business of any of the Employers that is uniqueCompanies, valuable which the Executive hereby acknowledges are the sole and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result exclusive property of the performance Companies or any one of services them. During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of 36 months immediately following the termination of the Executive's employment with WMGC, Executive will not: solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Executive on behalf to be or have been, during the term of the Employers Executive's employment with WMGC, a customer or Prospective Customer (“Trade Secrets”). Trade Secrets shall not include as hereinafter defined) of any information that: (i) is nowof the Companies without the prior written consent of WMGC; encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or compete, or hereafter becomesparticipate as a shareholder, through no act director, officer, partner (limited or failure to act on the part general), trustee, holder of the Executive that constitutes a breach of this Section 7beneficial interest, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyemployee, other than an employee or agent of the Employers, who is not under or representative in any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed business competing directly with the Companies without the prior written approval consent of the EmployersWMGC, which may be withheld in WMGC's sole discretion; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided furtherprovided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential information, he shall give of less than five percent of any security registered under Section 12 or 15 of the Employers notice Securities Exchange Act of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential1934. The Executive will deliver promptly not during the period of his employment with WMGC and, subject to the Employers, at provisions hereof for a period of 36 months immediately following the termination of his Executive's employment or at with WMGC, conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered hereunder; encourage, induce or solicit any person employed by any of the Companies to facilitate the Executive's violation of the covenants contained hereunder; assist any entity to solicit the employment of any employee of any of the Companies; or employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies. The Executive expressly acknowledges that all of the provisions of this Section 7 of this Agreement have been bargained for and the Executive's agreement hereto is an integral part of the consideration to be rendered by the Executive which justify the rate and extent of the compensation provided for hereunder. The Executive acknowledges and agrees that a violation of any one of the covenants contained in this Section 7 shall cause irreparable injury to WMGC, that the remedy at law for such a violation would be inadequate and that WMGC shall thus be entitled to injunctive relief to enforce that covenant.
Appears in 1 contract
Trade Secrets. The Executive acknowledges (a) Except as and to the extent permitted in the Manufacturing Agreement and the Galenic Side Letter, Seller shall and shall cause its Affiliates (other than the Company and the Retained Subsidiaries) to, in each case within three months after Closing with respect to items as to which Seller has knowledge (with respect to the existence and possession thereof by Seller or its Affiliates) as of Closing (or thereafter upon request by the Company with respect to specifically identified items as to which Seller does not have such knowledge as of Closing), return to the Company any and all Trade Secrets that he has hadexist in tangible form in their possession which are proprietary to the Company or any of its Retained Subsidiaries, and will have, access to confidential information which derive economic and competitive value by virtue of the Employers fact that such Trade Secrets are not generally known in the public or the cosmetics industry. Without limiting the foregoing, and by way of example only, such items include (includingif and to the extent in the possession of Seller or its Affiliates) laboratory notebooks, but not limited to, current research and prospective confidential know-how, customer listsdevelopment reports and information, marketing plansreports, business plans, financial and proprietary pricing information, customer contact lists and information regarding acquisitionsrelated non-public information, mergers and/or joint ventures) concerning the businessformulations, customers, contacts, prospectsmolds, and assets documents describing proprietary processes.
(b) The parties hereto acknowledge that Buyer believes that certain products manufactured and marketed by Seller and its Affiliates under the "Galenic" trade name are similar to certain Products, and may utilize certain Trade Secrets and Intellectual Property Rights of the Employers that is uniqueCompany. Although Seller disagrees with such belief, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information parties agree that: (i) is now, to the extent there are any Trade Secrets or hereafter becomes, through no act or failure to act on the part Intellectual Property Rights of the Executive that constitutes a Company used in the manufacture of such "Galenic" branded products, such use shall not form the basis of any breach of any representation, warranty or covenant contained in Article V of this Section 7, generally known or available to the publicAgreement; (ii) is known to Seller makes no representation or warranty regarding the Executive at ownership of the time such information was obtained from Trade Secrets or Intellectual Property Rights that may be embodied in its "Galenic" branded products other than as provided in the EmployersGalenic Side Letter; and (iii) is hereafter furnished without restriction on disclosure with respect to the Executive by a third party, other than an employee any representation or agent warranty of the Employers, who is not under Seller regarding any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the EmployersProducts, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets"Galenic" branded products shall not be deemed "Products".
Appears in 1 contract
Sources: Stock Purchase Agreement (Physicians Formula Holdings, Inc.)
Trade Secrets. The Executive acknowledges that he has hadDuring the term of Employee's employment, the Company will provide Employee access to, and Employee will have, have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of their confidential information and secret status by the Company or its Affiliates and because of the Employers fiduciary position occupied by Employee with the Company; (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint venturesc) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services have been developed by the Executive Company and its Affiliates for and on behalf of the Employers Company and its Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (“d) give the Company and its Affiliates an advantage over competitors who do not know or use the Trade Secrets”). Trade Secrets shall not include any information that: ; (ie) is now, or hereafter becomes, through no act or failure are of such value and nature as to act on make it reasonable and necessary to protect and preserve the part confidentiality and secrecy of the Executive that constitutes a breach Trade Secrets; and (f) are valuable, special and unique assets of this Section 7the Company and its Affiliates, generally known or available the disclosure of which could cause substantial injury and loss of profits and goodwill to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee Company and its Affiliates. Employee will not use in any way or agent disclose any of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to the business of the Company and its Affiliates, whether prepared by Employee or otherwise coming into Employee's possession, will remain the exclusive property of the Company and its Affiliates and will not be removed from the premises of the Company and its Affiliates under any circumstances without the prior written consent of the President of the Company (except in the ordinary course of business during Employee's period of employment), and in any event will be promptly delivered to the Company upon termination of Employee's employment with the Company and its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any Trade Secretsentity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the President of the Company.
Appears in 1 contract
Trade Secrets. The Executive Distributor hereby acknowledges and agrees that he MTI owns certain trade secrets and other confidential and/or proprietary information and intellectual property which constitute valuable property rights, which MTI has haddeveloped through a substantial expenditure of time and money, which are and will have, access continue to confidential be utilized in MTI's business and which are not generally known to the trade. This proprietary information of the Employers (includingexpressly includes, but is not limited to, current the list of names of the distributors, dealers, customers and prospective confidential know-howsuppliers of MTI, customer liststhe identities of key personnel of the distributors, marketing plansdealers, business planscustomers and suppliers of MTI, financial and other information concerning the Products, finances, personnel contractors processes, pricing information, production schedules and other types of proprietary information regarding acquisitionsrelating to MTI's operations. In recognition of these facts, mergers and/or joint ventures) concerning Distributor hereby agrees that the businessDistributor, customers, contacts, prospects, both during and assets of after the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach term of this Section 7, generally known Agreement: INITIAL: ____________ ____________ REVISION DATE: 11/13/96 THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
(a) Will not use or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relatingdisclose, directly or indirectly, and will keep secret and confidential, all trade secrets and proprietary information of MTI, including but not limited to those items specifically mentioned above;
(b) Will not, directly or indirectly, either on Distributor's own behalf or on behalf of any Trade Secretsother person or entity, solicit or attempt to solicit any employee, contractor, dealer or distributor of MTI to leave their employment, contractor, dealer or distributor relationship with MTI;
(c) Upon the termination of this Agreement or at anytime at MTI's request, Distributor shall return all documents or materials which have been furnished to Distributor by MTI in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or tradenames (or any other marks or names closely resembling the same) now and hereafter owned by MTI or its affiliates shall be subject to prior written approval by MTI. Distributor is not authorized to use MTI's names or trademarks in connection with any aspect of its business other than in the sales, marketing and advertising of the Products.
Appears in 1 contract
Sources: Products Distribution Agreement (Motorvac Technologies Inc)
Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: :
(i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets.
Appears in 1 contract
Trade Secrets. The Executive Distributor hereby acknowledges and agrees that he ------------- MTI owns certain trade secrets and other confidential and/or proprietary information and intellectual property which constitute valuable property rights, which MTI has haddeveloped through a substantial expenditure of time and money, which are and will have, access continue to confidential be utilized in MTI's business and which are not generally known to the trade. This proprietary information of the Employers (includingexpressly includes, but is not limited to, current the list of names of the distributors, dealers, customers and prospective confidential know-howsuppliers of MTI, customer liststhe identities of key personnel of the distributors, marketing plansdealers, business planscustomers and suppliers of MTI, financial and other information concerning the Products, finances, personnel contractors processes, pricing information, production schedules and other types of proprietary information regarding acquisitionsrelating to MTI's operations. In recognition of these facts, mergers and/or joint ventures) concerning Distributor hereby agrees that the businessDistributor, customers, contacts, prospects, both during and assets of after the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach term of this Section 7, generally known Agreement: INITIAL: _____ _____ THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
(a) Will not use or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relatingdisclose, directly or indirectly, and will keep secret and confidential, all trade secrets and proprietary information of MTI, including but not limited to those items specifically mentioned above;
(b) Will not, directly or indirectly, either on Distributor's own behalf or on behalf of any Trade Secretsother person or entity, solicit or attempt to solicit any employee, contractor, dealer or distributor of MTI to leave their employment, contractor, dealer or distributor relationship with MTI;
(c) Upon the termination of this Agreement or at anytime at MTI's request, Distributor shall return all documents or materials which have been furnished to Distributor by MTI in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or tradenames (or any other marks or names closely resembling the same) now and hereafter owned by MTI or its affiliates shall be subject to prior written approval by MTI. Distributor is not authorized to use MTI's names or trademarks in connection with any aspect of its business other than in the sales, marketing and advertising of the Products.
Appears in 1 contract
Sources: Products Distribution Agreement (Motorvac Technologies Inc)
Trade Secrets. The Executive acknowledges that he has hadher employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use her best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Executive further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of protections afforded the Executive that constitutes a breach of this Company and its subsidiaries in Section 7, generally known Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
7.1.1 Executive will at no time take any action or available make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
7.1.2 During the period of Executive's employment with the Company and for 24 months immediately following the termination of such employment, Executive will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of her employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of her employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
7.1.3 Upon the termination of Executive's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to her personal entitlements and obligations, her rolodex, her personal correspondence files; and provided furtherany additional personal property;
7.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, Executive, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
7.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive's employment with the EmployersCompany, the Executive will not, at :
7.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
7.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
7.1.6 Executive will deliver promptly not during the period of her employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive's employment or at with the Company,
7.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 7;
7.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive's violation of the covenants contained in this Section 7;
7.1.6.3 assist any entity to solicit the employment of any Executive of any of the Companies; or
7.1.6.4 employ or hire any Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Sources: Executive Employment Agreement (Kingtone Wirelessinfo Solution Holding LTD)
Trade Secrets. The Executive acknowledges that he has hadParties acknowledge and agree that, during the consulting relationship hereunder, the Company will provide and make available to Neustadt, and Neustadt will have, have access to and become familiar with, various trade secrets and proprietary and confidential information of the Employers Company, the Company's direct and indirect subsidiaries (includingthe "Subsidiaries"), but not limited toand their affiliates, current and prospective confidential know-howincluding processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, marketing plansidentity of employees, business plans, financial and pricing informationmethods of doing business, and other confidential information regarding acquisitions(collectively, mergers "Trade Secrets") which are owned by the Company, the Subsidiaries, and/or joint ventures) concerning their affiliates and regularly used in the operation of their business, customersand as to which the Company, contactsthe Subsidiaries, prospectsand/or their affiliates take precautions to prevent dissemination to persons other than certain directors, officers, partners, managers, members, and employees. Neustadt acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) give the Company, the Subsidiaries, and/or their affiliates an advantage over competitors who do not know or use the Trade Secrets; (c) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (d) are valuable and special and unique assets of the Employers that is uniqueCompany, valuable the Subsidiaries, and/or their affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company, the Subsidiaries and/or their affiliates. Neustadt may not generally known outside the Employers, and that was obtained from the Employers use in any way or which was learned as a result disclose any of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, during the consulting relationship or at any time thereafter, except (i) as required in connection with a judicial or administrative proceeding or in connection with rendering the consulting services described in paragraph 1 above, or (ii) if the information becomes public knowledge other than as a result of an unauthorized disclosure by Neustadt. All files, records, documents, information, data, and similar items relating to the business of the Company, whether prepared by Neustadt or otherwise coming into his possession, will remain the exclusive property of the Company, and in any event must be promptly delivered to the Company upon the expiration or termination of the consulting relationship under this Agreement. Neustadt agrees upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal, or person, Neustadt shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Company. For this purpose, Neustadt irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in Neustadt's name, place and stead to perform any act that Neustadt might perform to defend and protect against any disclosure of any Trade SecretsSecret.
Appears in 1 contract
Trade Secrets. The Executive acknowledges that he has hadDuring the term of Employee's employment, the ------------- Company will provide Employee access to, and Employee will have, have access to and become familiar with, various Trade Secrets. Employee acknowledges and agrees that the Trade Secrets (a) are secret and not known in the Company's industry; (b) are entrusted to Employee after being informed of their confidential information and secret status by the Company or its Affiliates and because of the Employers fiduciary position occupied by Employee with the Company; (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint venturesc) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services have been developed by the Executive Company and its Affiliates for and on behalf of the Employers Company and its Affiliates through substantial expenditures of time, effort and money and are used in their businesses; (“d) give the Company and its Affiliates an advantage over competitors who do not know or use the Trade Secrets”). Trade Secrets shall not include any information that: ; (ie) is now, or hereafter becomes, through no act or failure are of such value and nature as to act on make it reasonable and necessary to protect and preserve the part confidentiality and secrecy of the Executive that constitutes a breach Trade Secrets; and (f) are valuable, special and unique assets of this Section 7the Company and its Affiliates, generally known or available the disclosure of which could cause substantial injury and loss of profits and goodwill to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee Company and its Affiliates. Employee will not use in any way or agent disclose any of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, either during the term of Employee's employment or at any time thereafter, except as required in the course of Employee's employment. All files, records, documents, information, data and similar items relating to the business of the Company and its Affiliates, whether prepared by Employee or otherwise coming into Employee's possession, will remain the exclusive property of the Company and its Affiliates and will not be removed from the premises of the Company and its Affiliates under any circumstances without the prior written consent of the President of the Company (except in the ordinary course of business during Employee's period of employment), and in any event will be promptly delivered to the Company upon termination of Employee's employment with the Company and its Affiliates. Employee agrees that upon Employee's receipt of any subpoena, process or other request to produce or divulge, directly or indirectly, any Trade Secrets to any Trade Secretsentity, agency, tribunal or person, Employee will timely notify and promptly hand deliver a copy of the subpoena, process or other request to the President of the Company.
Appears in 1 contract
Trade Secrets. The Executive acknowledges It is understood that he has hadduring the course of his employment hereunder and for all time thereafter, and the Employee will have, have access to and become familiar with certain proprietary and confidential information of the Employers Company which is not generally known to the public (the "Trade Secrets’’), which includes, by way of illustration and not by way of limitation:
(a) Lists containing the names of past, present and prospective customers, employees, principals, clients and suppliers;
(b) The past, present and prospective methods, procedures and techniques utilized in identifying prospective markets, subscribers, customers, clients and suppliers, and in soliciting the business thereof;
(c) The past, present and prospective methods, procedures and techniques used in the operation of the Company’s business, including marketing plans and objectives and the methods, procedures and techniques utilized in selling, pricing, applying and delivering the Company’s products and services; and
(d) Compilations of data, information, databases, computer programs, publications, reports, maps, surveys, contracts and records which are owned or developed by the Company and/or which are used in the operation of the business of the Company, including, without limitation, electronically stored information. Employee acknowledges that the Trade Secrets give the Company an advantage over its competitors, and that the same is not available to or known by the Company’s competitors or the general public. Employee further acknowledges that the Company has devoted substantial time, money, and effort in the development of the Trade Secrets and in maintaining the proprietary and confidential nature thereof. Employee further acknowledges his position with the Company is one of the highest trust and confidence by reason of Employee’s knowledge of, access to, and contact with the Trade Secrets. Employee agrees to use his best efforts and exercise utmost diligence to protect and safeguard the Trade Secrets. Employee covenants that, during the term of this Agreement and for all time thereafter regardless of which party terminates this Agreement he will not disclose, disseminate or distribute to another, nor induce any other person to disclose, disseminate or distribute, any Trade Secrets of the Company, directly or indirectly, either for Employee’s own benefit or for the benefit of another, whether or not acquired, learned, obtained or developed by Employee alone or in conjunction with others, nor will Employee use or cause to be used any Trade Secrets in any way except as is required in the course of his employment with the Company. Employee acknowledges and covenants that all Trade Secrets relating to the business of the Company, whether prepared by Employee or otherwise coming into his possession, shall remain the exclusive property of the Company, shall not be copied or otherwise reproduced in whole or in part, and shall not be removed from the premises of the Company, under any circumstances whatsoever without the prior written consent of the Company. Employee further covenants that all Company equipment, machinery, computer hardware and software, and all other memoranda, data, information, notes, records, drawings or other documents made, compiled, acquired or received by Employee during the term of this Agreement which are in his possession or under his control at the termination of his employment hereunder, concerning any Company activity, including, but not limited to, current information, databases, computer programs, reports, maps, surveys, contracts, lists of customers and prospective confidential know-howclients, customer listslists of suppliers, data, processes, techniques and applications developed and/or used by the Company, management techniques, names of suppliers and customers, marketing plansand sales techniques, business plans, financial and product and service pricing information, and information regarding acquisitionsshall together with all copies, mergers and/or joint ventures) concerning be delivered, in good condition, to the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and Company immediately upon Employee’s termination (whether or not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services so requested by the Executive on behalf of the Employers (“Trade Secrets”Company). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at upon the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade SecretsCompany’s request.
Appears in 1 contract
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive Property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 8, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on survive the part termination of this Agreement regardless of the reason) as follows:
8.1.1 Executive will at no time take any action or make any statement that constitutes a breach will disparage or discredit the Company, any of this Section 7its subsidiaries or their products or services;
8.1.2 During the period of Executive's employment with the Company and for 60 months immediately following the termination of such employment, generally known Executive will not disclose or available reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsion, including pursuant to or Affiliates (collectively the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
8.1.3 Upon the termination of Executive's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and provided furtherany additional personal property;
8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;
8.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive's employment with the EmployersCompany, the Executive will not, at :
8.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding 18 months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
8.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
8.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive's employment or at with the Company,
8.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 8;
8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive's violation of the covenants contained in this Section 7;
8.1.6.3 assist any entity to solicit the employment of any Executive of any of the Companies; or
8.1.6.4 employ or hire any Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, co-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Sources: Employment Agreement (CHINA INFRASTRUCTURE CONSTRUCTION Corp)
Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, prospects and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliateaffiliate thereof; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Employers or any of their respective subsidiaries (the “Government Agencies”). The Executive further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Employers or any of their respective subsidiaries. In the event that the Executive is required by law to disclose any Trade Secret, the Executive will: (A) if and to the extent permitted by such law provide the Employers with prompt notice of such requirement prior to the disclosure so that the Employers may waive the requirements of this Agreement or seek an appropriate protective order at the Employers’ sole expense; and (B) use commercially reasonable efforts to obtain assurances that any Trade Secret disclosed will be accorded confidential treatment substantially on the same basis as provided in this Agreement. If, in the absence of a waiver or protective order, the Executive is nonetheless, in the opinion of his counsel, required to disclose any Trade Secret, disclosure may be made only as to that portion of the Trade Secret that counsel advises the Executive is required to be disclosed. In addition, pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. §1833(b), the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's Trade Secrets to the attorney and use the Trade Secret information in the court proceeding if the individual (y) files any document containing the Trade Secret under seal; and (z) does not disclose the Trade Secret, except pursuant to court order. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies.
Appears in 1 contract
Sources: Employment Agreement (Uscb Financial Holdings, Inc.)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section 8, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on survive the part termination of this Agreement regardless of the reason) as follows:
8.1.1 Executive will at no time take any action or make any statement that constitutes a breach will disparage or discredit the Company, any of this Section 7its subsidiaries or their products or services;
8.1.2 During the period of Executive's employment with the Company and for 60 months immediately following the termination of such employment, generally known Executive will not disclose or available reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsionAffiliates (collectively, including pursuant to or the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by her during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
8.1.3 Upon the termination of Executive's employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his Rolodex, his personal correspondence files; and provided furtherany additional personal property;
8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive's employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any publicly traded security;
8.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive's employment with the EmployersCompany, the Executive will not, at :
8.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding eighteen (18) months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
8.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
8.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive's employment or at with the Company,
8.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 8;
8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive's violation of the covenants contained in this Section 8;
8.1.6.3 assist any entity to solicit the employment of any Executive of any of the Companies; or
8.1.6.4 employ or hire any Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, co-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. The Executive acknowledges that he has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“"Trade Secrets”"). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliateaffiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Indiana Department of Financial Institutions, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or the Bank (the “Government Agencies”). The Executive further understands that this Agreement does not limit his/her ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or the Bank. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies.
Appears in 1 contract
Sources: Change in Control Agreement (Mutualfirst Financial Inc)
Trade Secrets. 5.1 The Executive acknowledges that he has had, heretofore acquired and will have, access to confidential information hereafter anticipates acquiring detailed knowledge of the Employers (Company's business and affairs. In view of the nature of the services which the Executive is capable of performing for the Company, the Executive also acknowledges that those services will have peculiar value to the Company, the loss of which cannot be adequately compensated by monetary damages.
5.2 The Executive therefore agrees that he shall not, during the term of his employment hereunder or thereafter, divulge to any third party information obtained in the course of his employment including, but not limited towithout limita- tion, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and any information regarding acquisitions, mergers and/or joint ventures) concerning the Company's business, operations, affairs, rates, investors, customers, contactsgeological data, prospectswell logs, well locations, acreage, reserves of gas or oil, finances, plans or policies to the extent the same are not already matters of public knowledge.
5.3 All such information shall be regarded as secret, confiden- tial, and assets of proprietary to the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services shall be used by the Executive on behalf for no other purpose than to pursue the Company's business and affairs.
5.4 In view of his unique skills and knowledge, the Executive shall not, without the Company's express prior written consent, during the term hereof or, unless otherwise agreed to in writing by the Board of Directors, for a period of time equal to six (6) months following the expiration of this Agreement, engage in any business (as proprietor, officer, director or share- holder) which is competitive with the Company's gas and oil business; provided, however, that the foregoing provision shall not prohibit the Executive from investing in a publicly held company in which he owns less than one percent (1%) of the Employers (“Trade Secrets”). Trade Secrets shall not include equity.
5.5 If the Executive competes with the Company in violation of Section 5.4 hereof or discloses or threatens to disclose any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this information described in Section 75.2 concerning the Company, generally known the Company shall be deemed to be subject to irreparable injury and shall be entitled to immediate injunctive or available other similar equitable relief to the public; (ii) is known to restrain the Executive at from so competing with the time such Company or from so disclosing its proprietary information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent including any competitor of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure Company. The foregoing relief shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible addition to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly other remedies to which the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade SecretsCompany may be entitled under law.
Appears in 1 contract
Sources: Employment Agreement (Alamco Inc)
Trade Secrets. The Executive Distributor hereby acknowledges and agrees that he MTI owns certain trade secrets and other confidential and/or proprietary information and intellectual property which constitute valuable property rights, which MTI has haddeveloped through a substantial expenditure of time and money, which are and will have, access continue to confidential be utilized in MTI's business and which are not generally known to the trade. This proprietary information of the Employers (includingexpressly includes, but is not limited to, current the list of names of the distributors, dealers, customers and prospective confidential know-howsuppliers of MTI, customer liststhe identities of key personnel of the distributors, marketing plansdealers, business planscustomers and suppliers of MTI, financial and other information concerning the Products, finances, personnel contractors processes, pricing information, production schedules and other types of proprietary information regarding acquisitionsrelating to MTI's operations. In recognition of these facts, mergers and/or joint ventures) concerning Distributor hereby agrees that the businessDistributor, customers, contacts, prospects, both during and assets of after the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“Trade Secrets”). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach term of this Section 7, generally known Agreement:
(a) Will not use or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his possession relatingdisclose, directly or indirectly, and will keep secret and confidential, all trade secrets and proprietary INITIAL: ____________ ____________ REVISION DATE: 12/6/96 THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
(b) Will not, directly or indirectly, either on Distributor's own behalf or on behalf of any other person or entity, solicit or attempt to solicit any Trade Secretsemployee, contractor, dealer or distributor of MTI to leave their employment, contractor, dealer or distributor relationship with MTI;
(c) Upon the termination of this Agreement or at anytime at MTI's request, Distributor shall return all documents or materials which have been furnished to Distributor by MTI in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or tradenames (or any other marks or names closely resembling the same) now and hereafter owned by MTI or its affiliates shall be subject to prior written approval by MTI. Distributor is not authorized to use MTI's names or trademarks in connection with any aspect of its business other than in the sales, marketing and advertising of the Products.
Appears in 1 contract
Sources: Products Distribution Agreement (Motorvac Technologies Inc)
Trade Secrets. The Executive acknowledges that he she has had, and will have, access to confidential information of the Employers (including, but not limited to, current and prospective confidential know-how, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospects, and assets of the Employers that is unique, valuable and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers (“"Trade Secrets”"). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Executive that constitutes a breach of this Section 7, generally known or available to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third party, other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliateaffiliate; (iv) is disclosed with the written approval of the Employers; or (v) is required to be disclosed or provided by law, court order, order of any regulatory agency having jurisdiction or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Executive is required to disclose such confidential information, he she shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Employers, the Executive will not, at any time, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his her employment or at any other time at the request of the Employers, without retaining any copies, all documents and other materials in his [his/her] possession relating, directly or indirectly, to any Trade Secrets. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Indiana Department of Financial Institutions, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or the Bank (the “Government Agencies”). The Executive further understands that this Agreement does not limit his/her ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or the Bank. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies.
Appears in 1 contract
Sources: Change in Control Agreement (Mutualfirst Financial Inc)
Trade Secrets. The Executive acknowledges that he has hadhis employment position with the Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive’s employment with the Company, Executive will have, be entrusted with access to certain confidential information of information, specialized knowledge and trade secrets which belong to the Employers (Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets shall not include any information from disclosure to third parties. Executive further acknowledges that: (i) is now, or hereafter becomes, through no act or failure to act on absent the part of protections afforded the Executive that constitutes a breach of this Company and its subsidiaries in Section 7, generally known Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:
8.1.1 Executive will at no time take any action or available make any statement that will disparage or discredit the Company, any of its subsidiaries or their products or services;
8.1.2 During the period of Executive’s employment with the Company and for 60 months immediately following the termination of such employment, Executive will not disclose or reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent in connection with the business of the Employers, who is not under any obligation of confidentiality to the Employers Company and its subsidiaries or an Affiliate; (iv) is disclosed with the written approval of the Employers; or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by the Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsionAffiliates (collectively, including pursuant to or the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available;
8.1.3 Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his Rolodex, his personal correspondence files; and provided furtherany additional personal property;
8.1.4 During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential informationof less than five percent of any publicly traded security;
8.1.5 During the term of the Agreement and, he shall give for a period of eighteen (18) months immediately following the Employers notice termination of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for Executive’s employment with the EmployersCompany, the Executive will not, at :
8.1.5.1 solicit or accept competing business from any time, directly customer of any of the Companies or indirectly use, divulge, furnish or make accessible to any person or entity known by Executive to be or have been, during the preceding eighteen (18) months, a customer or Prospective Customer of any Trade Secretsof the Companies without the prior written consent of the Company;
8.1.5.2 encourage, but instead will keep all Trade Secrets strictly and absolutely confidential. The request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or
8.1.6 Executive will deliver promptly not during the period of his employment with the Company and, subject to the Employers, at provisions hereof for a period of eighteen (18) months immediately following the termination of his Executive’s employment or at with the Company,
8.1.6.1 conspire with any other time at the request person employed by any of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, Companies with respect to any Trade Secretsof the matters covered by this Section 7;
8.1.6.2 encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants contained in this Section 7;
8.1.6.3 assist any entity to solicit the employment of any Executive of any of the Companies; or
8.1.6.4 employ or hire any Executive of any of the Companies, or solicit or induce any such person to join the Executive as a partner, investor, co-venturer, or otherwise encourage or induce them to terminate their employment with any of the Companies.
Appears in 1 contract
Trade Secrets. The Executive acknowledges that he has hadhis employment position with Company is one of trust and confidence. Executive further understands and acknowledges that, and during the course of Executive's employment with Company, Executive will have, be entrusted with access to certain confidential information of the Employers (information, specialized knowledge and trade secrets which belong to Company, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and prospective confidential know-howfuture market strategies, formulas, patterns, patents, devices, secret inventions, processes, compilations of information, records, and customer lists, marketing plansall of which are regularly used in the operation of their business and which Executive acknowledges have been acquired, business planslearned and developed by them only through the expenditure of substantial sums of money, financial time and pricing informationeffort, which are not readily ascertainable, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, contacts, prospectswhich are discoverable only with substantial effort, and assets which thus are the confidential and the exclusive property of the Employers that is unique, valuable Company and not generally known outside the Employers, and that was obtained from the Employers or which was learned as a result of the performance of services by the Executive on behalf of the Employers its subsidiaries (hereinafter “Trade Secrets”). Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. Executive further acknowledges that, absent the protections afforded Company and its subsidiaries in this Section 9, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement and covenant shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on survive the part termination of this Agreement regardless of the reason) as follows:
9.1.1 Executive will at no time take any action or make any statement that constitutes a breach will disparage or discredit Company, any of this Section 7its subsidiaries or their products or services;
9.1.2 During the Term and for twelve (12) months immediately following the termination of such employment, generally known Executive will not disclose or available reveal to the public; (ii) is known to the Executive at the time such information was obtained from the Employers; (iii) is hereafter furnished without restriction on disclosure to the Executive by a third partyany person, firm or corporation other than an employee or agent of the Employers, who is not under any obligation of confidentiality to the Employers or an Affiliate; (iv) is disclosed in connection with the written approval business of the Employers; Company and its subsidiaries or (v) is as may be required to be disclosed or provided by law, court orderany Trade Secret used or useable by Company or any of its subsidiaries, order of any regulatory agency having jurisdiction divisions or similar compulsionaffiliates (collectively, including pursuant to or the “Companies”) in connection with their respective businesses, known to Executive as a result of his employment by Company, or other relationship with the Company, and which is not otherwise publicly available. Executive further agrees that during the Term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any legal proceeding involving person, firm or corporation other than in connection with the parties hereto; provided howeverbusiness of the Companies or as may be required by applicable law, that such disclosure shall be limited any information received by him during the course of his employment with regard to the extent so required financial, business, or compelledother affairs of the Page: 10 Company, their respective officers, directors, customers or suppliers which is not publicly available;
9.1.3 Upon the termination of Executive's employment with Company, Executive will return to Company all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his personal entitlements and obligations, his rolodex, his personal correspondence files; and provided furtherany additional personal property;
9.1.4 During the Term of the Agreement and, for a period of thirty (30) days immediately following the termination of the Executive's employment with Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Company without the prior written consent of Company, which may be withheld in Company’s sole discretion; provided, however, that if nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Executive is required to disclose such confidential information, he shall give the Employers notice of such disclosure and cooperate in seeking suitable protections. Other less than in the course five percent of performing services for the Employers, the Executive will not, at any time, directly security registered under Section 12 or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Executive will deliver promptly to the Employers, at the termination of his employment or at any other time at the request 15 of the Employers, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets.Securities Exchange Act of 1934;
Appears in 1 contract