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:
Non Competition Non Disclosure. 6.1 Non-competition
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 “
Non Competition Non Disclosure. (a) Upon (i) voluntary termination by the Executive of his employment hereunder for any reason other than as a result of a breach of this Agreement by the Employer, (ii) termination of Executive's employment by the Employer for Cause, or (iii) expiration of this Agreement as a result of the Executive’s failure to accept Employer’s offer of a renewal of this Agreement on substantially similar terms as contained herein, 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 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx or within a five (5) mile radius from the location of any branch of 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 the Executive, the Employer will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employers, employees and all persons acting for or with the Executive.
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.
Non Competition Non Disclosure. The Non-Competition and Non-Disclosure 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. 4.10.1. Unless the Company otherwise consents, the Stockist hereby undertakes and covenants with the Company that during the Term or extension of the Term of this Agreement and for a period of six (6) months after the determination of the Term or extension of the Term of this Agreement or earlier termination of the Term by the Company for any reason whatsoever, the Stockist will not on its own behalf or on behalf of any person, firm or company directly or indirectly:
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.
Non Competition Non Disclosure. (a) 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 remedies available to the Employer for such breach or threatened breach, including the recovery of damages from Executive.
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.
