COVENANT NOT. TO-DIVULGE CONFIDENTIAL AND PROPRIETARY INFORMATION. The Orthodontic Entity and Orthodontist acknowledge and agree that AOI Group is entitled to prevent the disclosure of Confidential and Proprietary Information. The Orthodontic Entity and Orthodontist agree at all times during the term of this Agreement and thereafter to hold in strictest confidence and not to disclose to any person, firm or corporation, other than to Orthodontic Entity Professional Employees and persons engaged by Apple to further the business of the Orthodontic Entity, and not to use except in the pursuit of the business of AOI Group, Confidential and Proprietary Information, without the prior written consent of Apple; unless (i) such information becomes known or available to the public generally through no wrongful act of the Orthodontic Entity or Orthodontist or its employees, (ii) disclosure is required by law or the rule, regulation or order of any governmental authority under color of law, provided, that prior to disclosing any Confidential and Proprietary Information pursuant to this clause (ii), the Orthodontic Entity and Orthodontist shall, if possible, give prior written notice thereof to Apple and provide Apple with the opportunity to contest such disclosure, or (iii) the Orthodontic Entity and Orthodontist reasonably believe that such disclosure is required in connection with a lawsuit to which the Orthodontic Entity or Orthodontist is a party.
COVENANT NOT. TO-DIVULGE CONFIDENTIAL AND PROPRIETARY INFORMATION. The Group Practice acknowledges and agrees that Administrator is entitled to prevent the disclosure of Confidential and Proprietary Information. The Group Practice agrees that at all times during the term of this Agreement and forever thereafter to hold in strictest confidence and not to disclose to any person, firm or corporation, other than to Physicians and persons engaged by Administrator to further the business of the Group Practice, and not to use except in the pursuit of the business of Administrator, Confidential and Proprietary Information, without the prior written consent of Administrator, unless (i) such information becomes known or available to the public generally through no wrongful act of the Group Practice or its employees, (ii) disclosure is required by law or the rule, regulation or order of any governmental authority under color of law, provided, that prior to disclosing any Confidential and Proprietary Information pursuant to this clause (ii), the Group Practice shall, if possible, give prior written notice thereof to the Administrator and provide Administrator with the opportunity to contest such disclosure, or (iii) the Group Practice reasonably believes that such disclosure is required in connection with a lawsuit to which the Group Practice is a party.
COVENANT NOT. TO-COMPETE Xxxxxx hereby covenants and agrees that, for a period of five years from the Closing Date, it will not engage in or invest in any business that harvests and/or processes fish into fish meal, fish oil or fish solubles or sells such products anywhere in the United States. Xxxxxx acknowledges that any breach or threatened breach of any of the provisions of this Article 5 cannot be remedied solely by recovery of damages and that Protein shall be entitled to obtain an injunction against such breach or threatened breach. Nothing herein, however, shall be construed as prohibiting Protein from pursuing, in connection with an injunction or otherwise, any other remedies available at law or in equity for any such breach or threatened breach, including the recovery of money damages. If any provision of this Article 5 is found to be unreasonably broad, it shall nevertheless be enforceable to the extent reasonably necessary for Protein to carry out to the fullest extent the parties' mutual intent in entering into this Agreement on this date, which intent is that the provisions of this Article will be strictly enforced as agreed to.
COVENANT NOT to Compete: For a period of nine (9) months following the last day of employment with the Company, you will not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than one percent (1%) of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any business that is a competitor with the business conducted by the Company or any of its subsidiaries, whether with respect to customers, sources of supply or otherwise. You covenant and agree with the Company that during your employment with the Company and for nine (9) months thereafter you shall not directly, or indirectly, for yourself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer or client; (ii) attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (iii) interfere with, entice away or otherwise attempt to induce any employee of the Company or any of its affiliates to terminate his/her employment with the Company or any of its affiliates. You represent to and agree with the Company that the enforcement of the restrictions contained in this Employment Agreement, Relocation Agreement and in the Company’s Non-Disclosure, Noncompetition, and Intellectual Property Protection Agreement (the “Non-Disclosure Agreement”) are necessary to protect the proprietary rights of the Company and the confidential information described in the Non-Disclosure Agreement. Notwithstanding the Foregoing, you further agree that the aforementioned representations would not be unduly burdensome to you and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. You also agree that the remedy of damages for any breach by you of the provisions of either the Employment Agreement, the Relocation Agreement or the Non-Disclosure Agreement may be inadequate and that the Company shall be entitled to seek injunctive relief, without posting any bond, and you agree not to oppose granting of such relief on the grounds that the damages would adequately compensate th...
COVENANT NOT. To-Divulge Confidential and Proprietary Information. Consultant acknowledges and agrees that ERP is entitled to prevent the disclosure of Confidential and Proprietary Information. As a portion of the consideration for the retention of Consultant and for the compensation being paid to Consultant by ERP, Consultant agrees at all times to hold in strictest confidence and not to disclose to any person, firm or corporation, other than to persons engaged by ERP to further the business of ERP, and not to use except in the pursuit of the business of ERP, Confidential and Proprietary Information, without the prior written consent of ERP; provided, however, that notwithstanding the foregoing, Consultant shall not be obligated to keep secret and not to disclose Confidential and Proprietary Information generally known to the public through no wrongful act of Consultant. The foregoing shall not be deemed to include general know-how and business experience of the Consultant which apply to businesses generally. Notwithstanding the foregoing, any disclosure of Confidential and Proprietary Information may be made to the extent required by applicable law or regulation or judicial or regulatory process provided the Consultant gives ERP notice thereof and an opportunity to seek a protective order with respect to the information so required to be disclosed.
COVENANT NOT. To-Xxx by Fifth Third Bank Entities. Subject to the obligations of LML under this Agreement, the Fifth Third Bank Entities, on behalf of themselves and their respective successors and permitted assigns, agree that they will not assert, pursue, maintain, encourage, support, assist, or join in any action or litigation asserting any claim against any LML Entity in the future for any claims related to or arising out of the LML Patents, unless any claims of Infringement with respect to the LML Patents are asserted against any Fifth Third Bank Entity or its successors or assigns or any Covered Third Party.
COVENANT NOT. To-Compete. As additional consideration for the transactions described herein, each of NPI, Seller and Shareholder hereby covenants and agrees that for a period of two years from the date hereof, none of them will, within the Cleveland, Ohio Dominant Market Area,
COVENANT NOT. To-Compete. Employee, until December 31, 1998, will not compete, directly or indirectly, with businesses being conducted by Employer or its affiliates on the Termination Date in the countries where the Employer or its affiliates were then conducting business.
COVENANT NOT. To-Xxx by Union Bank Entities. Subject to the obligations of LML under this Agreement, the Union Bank Entities, on behalf of themselves and their respective successors and permitted assigns, agree that they will not assert, pursue, maintain, encourage, support, assist, or join in any action or litigation asserting any claim against any LML Entity in the future for any claims related to or arising out of the LML Patents, unless any claims of Infringement with respect to the LML Patents are asserted against any Union Bank Entity or its successors or assigns or any Covered Third Party.
COVENANT NOT. TO-COMPETE BY SELLER. Seller agrees to enter into a covenant not to compete (the "Covenant Not to Compete") containing the following terms and conditions: For a period of three (3) years following the Closing Date (the "Period of Non-Compete"), Seller, for itself and its subsidiaries (other than the PCA-Subs), assigns, agents, successors and other affiliates, agrees to refrain from: (a) owning any part of, or operating or engaging directly or indirectly in the business of, a health maintenance organization ("HMO") health indemnity plan, preferred provider plan, point-of-service plan or other program for which insurance or HMO licensure may be required; or engaging in the business of providing any administrative, managed care or health care services to any self-funded health or welfare plan or any employee benefit plan, with participants located within the States of Georgia or Alabama; (b) soliciting, recruiting or assisting other parties to solicit or recruit any person who is a member of an HMO or private health plan operated by or associated with Buyer or any PCA-Sub to join an HMO or private health plan in Alabama or Georgia not operated by Buyer or a PCA-Sub; and (c) soliciting, recruiting or assisting others to solicit or recruit, or entering into any contractual or other arrangement with, any person who is a provider, supplier, independent contractor, employee or agent of Buyer or any PCA-Sub, to provide or render health care services in connection with an HMO or private health plan in Alabama or Georgia not operated by a PCA-Sub. However, notwithstanding the foregoing, nothing herein shall prohibit Seller or its subsidiaries, assigns, agents, successors or other affiliates from providing provider network services to workers' compensation programs in both Alabama and Georgia. The Covenant Not to Compete will further provide that in consideration thereof, the Buyer will pay to the Seller the sum of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), payable in three (3) equal installments, the first such payment being made on the Closing Date, with subsequent payments being made on the anniversary thereof. In addition, the Covenant Not to Compete will provide that if PCA merges with or into, acquires or is acquired by, or sells all or substantially all of its assets to a third party during the Period of Non- Compete, and if Seller or the surviving or acquiring entity desires to or does compete with Buyer in Alabama or Georgia, then Seller...
