Non Competition Non Disclosure Clause Examples
Non Competition Non Disclosure. (a) Upon (i) voluntary termination by Executive of his employment hereunder for any reason other than Good Reason, (ii) termination of Executive's employment by the Employer for Cause, or (iii) expiration of this Agreement, Executive agrees not to compete with the Employer or any of its affiliates for a period of one (1) year following such termination within a 60 mile radius from the Bank's main office located at 900 Broad Street, Newark, New Jersey or within a five (5) mile radiu▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇f the Bank existing as of the date of such termination. Executive agrees that during such period and within said radius, Executive will not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Employer or any affiliate. The parties hereto, recognizing that irreparable injury will result to the Employer, its business and property in the event of Executive's breach of this Section, agree that in the event of any such breach by Executive, the Employer will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive.
(b) Executive agrees not to disclose, during or after the term of his employment, any knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of, banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Employer. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Employer shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof, or from rendering any services to any person, firm, corporation, association or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Employer from pursuing any other remedi...
Non Competition Non Disclosure. Consultant recognizes and expressly acknowledges that (i) he has developed a highly valuable expertise in the business of cardiovascular perfusion and ancillary services, including without limitation delivery of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) he is voluntarily entering into this Agreement, including without limitation this Section 4, with the intent that the covenants in this Section 4 shall be valid and enforceable; and (iii) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and will not create any hardship for him. In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant covenants and agrees as follows:
(a) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term"), Consultant shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entity, directly or indirectly manage, operate, join, control or participate in the management, operation or control of, or work for (as an employee, consultant, independent contractor or otherwise) or permit the use of its name by, or be connected in any manner with any business or activity which is in competition with the Company Business in any town, county, parish or other municipality in any state of the United States in which the Company Business is presently conducted and in any town, county, parish or municipality adjacent thereto.
(b) During the Noncompete Term, Consultant shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce (x) any employee of the Company or its Subsidiaries, affiliates, successors or assign...
Non Competition Non Disclosure. 6.4.1. In order to induce Purchaser to purchase the Interest pursuant to this Agreement, Sellers covenant and agree that during the period commencing on the Closing Date and ending on the second (2nd) anniversary thereof (the “Non-Competition Period”), neither Sellers nor any of their respective Affiliates shall directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, (i) promote, market, become or be financially interested in, consult with or for, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever (other then the Company) whose business is a Competitive Business (as defined below); (ii) solicit or otherwise encourage any customers or vendors of the Company to cease doing business with the Company or undertake any action, either directly or indirectly, that would reasonably be expected to cause any customer or vendors of the Company to cease, terminate or materially adversely change its relationship with the Company, or (iii) solicit the services of any of the Company’s employees, consultants or independent contractor, or otherwise encourage any such employees, consultants or independent contractor to terminate their employment with, or services to, the Company or to become an employee, consultant or independent contractor or otherwise provide services to any Person other than the Company. Notwithstanding the foregoing, this Section shall not prohibit a Seller or its Affiliates from owning up to 5% of the equity of any publicly traded company, whether or not such company is engaged in whole, or in part, in a Competitive Business. The term “Competitive Business” shall mean any business (or any component thereof) that is competitive with the business conducted by the Company during the twelve (12) months period prior to the Closing Date, including, without limitations, Internet reference content related business and any business associated with language reference, general reference or question and answer information delivered over the Internet. For the purpose of this Section 6.4, the term “Company” shall include the Company, Purchaser and their respective Affiliates.
Non Competition Non Disclosure. 6.1 The Executive agrees that, while he is employed by the Company and for the one (1) year period thereafter, he will not directly or indirectly engage or participate in, as an owner, partner, shareholder, officer, employee, director, agent or consultant, any business that directly or indirectly competes with the Company or any of its subsidiaries or affiliates, and, further, that he will not make any investments in any business that competes with the Company. The Executive further agrees that he will not at any time, except in the performance of his duties for the Company, directly or indirectly disclose any trade secret or confidential information that he learns by reason of his association with the Company. The Executive acknowledges that all business records, papers, documents and other matters created, collected or made by him in the performance of his service for the Company shall remain the exclusive property of the Company. The agreements and acknowledgements in this paragraph are in addition to those contained in the Employment Agreement incorporated by reference in Section 6.2.
6.2 The Executive ratifies and confirms the terms and obligations of the Employment Agreement executed between the Company and the Executive on July 13, 1989, containing a covenant not to compete and provisions on nondisclosure of information, new inventions, delivery of documents, and remedies. That Employment Agreement, and any successor agreement to that Agreement, is hereby incorporated by reference into this Agreement.
Non Competition Non Disclosure. The non-competition and non- disclosure provisions in the Employment Agreements between the Companies and each of the Principals, in the form of Exhibit 4.02, are in full force and effect.
Non Competition Non Disclosure. 6.1 Non-competition
(a) During the Term of this Agreement, ▇▇▇▇▇▇▇ shall not serve as the host of any radio programming having the same format and/or topic of the Program. Not with standing the foregoing, ▇▇▇▇▇▇▇ shall not be deemed to be engaging directly or indirectly in any business or activity in contravention of this Section 5.1
(a) by virtue of ▇▇▇▇▇▇▇'▇ ownership of less than a 5% interest in the securities of a publicly traded corporation.
(b) Nothing in Section 5.1(a) hereof shall in any way limit or restrict ▇▇▇▇▇▇▇ from serving as talent in connection with the production of radio commercials for third parties, guest television appearances, films and any other endeavor.
(c) During the Term of this Agreement and for the one (1) year period there after ▇▇▇▇▇▇▇ shall not directly or indirectly, induce or attempt to induce any customers, affiliates, officers, employees of the Company or other parties doing business with the Company (including, without limitation, advertisers in the Program) to terminate their relationship with the Company.
Non Competition Non Disclosure. 9.2.1. The Seller agrees that for a period of three (3) years from and after the Closing Date, neither of PCN nor Versyss nor any entity controlled by either of them will, directly or indirectly (including, without limitation, by selling, licensing or providing any product to any third party), individually or on behalf of other persons, endeavor to solicit the business or sell, license or provide any products or services constituting parts of the Commercial Business to any of then current end users (including, without limitation, End Users) of the Commercial Business; provided, however, that the restrictions contained in this Section 9.2.1. shall not apply to: (i) general advertisements not specifically directed to End-Users; (ii) the provision by PCN, Versyss or their Affiliates of support and maintenance services to the extent contemplated by the Hardware Service Agreement (as defined in Section 10.2(e) hereto); or (iii) the provision by PCN, Versyss or their Affiliates of any of the services contemplated by the Transition Services Agreement (as defined in Section 10.2(e) hereto) to the extent contemplated therein.
9.2.2. The Seller agrees that all information pertaining to the Commercial Business and the Assets and to the prior, current or contemplated operation or use thereof (excluding (i) publicly available information (in substantially the form in which it is publicly available) unless such information is publicly available by reason of unauthorized disclosure and (ii) information of a general nature not pertaining exclusively to the Commercial Business or the Assets which is generally available) are valuable and confidential assets of the Commercial Business. Such information shall include, without limitation, information relating to the Intellectual Property, trade secrets, customer lists, vendor lists, bidding procedures, financing techniques and services and financial information concerning the Commercial Business and its customers. The Seller agrees that, from and after the Closing Date, neither Versyss, PCN or any Affiliate of Versyss or PCN or any current or officer, director, of any of them, will disclose or use, and Versyss and PCN shall use their reasonable business efforts to prevent any employee, agent, former officer or director from disclosing, any such information, other than to the Purchaser.
9.2.3. The parties hereto acknowledge that it is impossible to measure in money the damages that will accrue to the Purchaser in the event that...
Non Competition Non Disclosure. (a) GTI agrees with each of Promptus and the Agent that GTI will not at any time within the three (3) year period immediately following the Closing, directly or indirectly, divulge, communicate, use to the detriment of Promptus and the Management Shareholders or for the benefit of any other Person, or misuse in any way, any confidential information or trade secrets of Promptus, including personnel information, secret processes, know-how, customer lists, formulas, or other technical data except as may be required to be disclosed by GTI pursuant to a requirement of law; provided, however, that GTI provides Promptus with prior written notice of such disclosure and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. GTI acknowledges that any information or data GTI has acquired on any of these matters or items was received in confidence and as a fiduciary of Promptus.
(b) GTI acknowledges that the injury that would be suffered by Promptus and the Management Shareholders as a result of the breach of this section will be irreparable and that an award of monetary damages will be an adequate remedy. Consequently, Promptus and the Agent and either of them, will have the right to obtain injunctive relief against any breach or threatened breach of this section and to specifically enforce its provisions. Neither Promptus nor the Agent will be obligated to post bond or other security in seeking such relief. GTI will pay the reasonable costs and expenses incurred by Promptus or the Agent in enforcing this section if Promptus or the Agent is the prevailing party.
Non Competition Non Disclosure. The Employee hereby reconfirms the validity and continued legal effect of the Non-Competition, Non-Solicitation and Non-Disclosure Agreement (attached hereto as Exhibit A) between the Employee and the Company, and agrees to comply in all respects with that agreement. This provision is not intended to prevent Employee from becoming associated with or working for entities that are not a Competitive Business (as defined in the Non-Competition, Non-Solicitation and Non-Disclosure Agreement). Any court determined breach of that agreement by Employee shall excuse the Company's duty to make the Severance Payments and, in the court's discretion, the Employee may be required to return to the Company all or a portion of the Severance Payments paid to the Employee hereunder. Pending any such court determination of breach, the Company shall not be obligated to make any Severance Payments to the Employee. The foregoing remedies are in addition to any other remedies available to the Company as a result of a breach by the Employee. The parties hereby acknowledge and agree that, for purposes of the Non-Competition, Non-Solicitation and Non-Disclosure Agreement, the term of the prohibitions on non-disclosure of information, non-competition and non-solicitation set forth therein in Sections 5, 6 and 7 thereof shall expire on January 20, 2005.
Non Competition Non Disclosure. Consultant will sign that certain Consultant New-Hire Agreement attached hereto as Exhibit "B". If Consultant voluntarily terminates this Agreement and becomes employed, engaged or affiliated with any of Company's Competitors (as defined in Exhibit "B") (collectively, "Competes"), at Company's sole discretion, Company may require that the any financial gains to Consultant associated with exercising the Options must be disgorged to Company if Consultant exercises any Options during the six (6) -month period preceding Consultant's termination date.