Non-Solicitation; Confidentiality Clause Examples

Non-Solicitation; Confidentiality. You acknowledge that you hold a senior position at the Corporation and have received and been privy to the Corporation’s confidential information and trade secrets. You further acknowledge that the Corporation has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and in light of the substantial benefits provided to you under this Agreement, you hereby agree to the covenants protective of the Corporation.

Non-Solicitation; Confidentiality. The following provisions replace Sections 13(a), (b) and (c) of the Agreement in their entirety.

Non-Solicitation; Confidentiality. (a) The Seller acknowledges that it is familiar with the Trade Secrets and other confidential information of the Paragon Companies, and that the business of the Paragon Companies is reasonably expected to operate throughout the world. Therefore, the Seller agrees to the covenants set forth in this Section 8.2 and acknowledges that Purchaser would not have entered into this Agreement but for the Seller’s agreement to the restrictions set forth in this Section 8.2. (b) For a period of two (2) years from and after the Closing Date (the “Non-Solicitation Restricted Period”), the Seller shall not, and the Seller shall cause its Affiliates not to, directly or indirectly, hire, engage, or solicit for employment (or engagement as a consultant) any individual (other than Xxxxx Xxxxx) who was employed (or engaged as a consultant but effectively functioned as an employee) by any Paragon Company during the one (1) year period prior to Closing, or encourage or induce or attempt to encourage or induce any such employee or consultant to leave such employment or engagement, except that the foregoing prohibition on solicitation shall not prohibit a general solicitation by means of general advertisement which is not specifically directed at such employees or consultants or the hiring of any individual whose employment or engagement with the Paragon Companies has been terminated for a period of at least six (6) months prior to any solicitation of employment discussion with Seller or its Affiliates. (c) During the Non-Solicitation Restriction Period, the Seller shall, and shall cause its Affiliates, representatives and agents to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Paragon Companies, except to the extent that such information: (i) is generally available to and known by the public through no fault of the Seller or any of its Affiliates, representatives or agents; or (ii) was lawfully acquired by the Seller or any of its Affiliates, representatives or agents from and after the Closing from sources unrelated to Purchaser, the Paragon Companies or the Seller which, to Seller’s knowledge, are not prohibited from disclosing such information by a legal or contractual obligation. If the Seller or any of its Affiliates, representatives or agents is compelled to disclose any information by judicial or administrative process or by other requir...

Non-Solicitation; Confidentiality. In consideration of the benefits and protections of this Agreement, Employee agrees to the following: (a) During the term of Employee’s employment by the Employer, and for a period of one year following the termination of Employee’s employment for any reason, Employee will not, directly or indirectly: (i) solicit, divert, or take away, or attempt to solicit, divert, or take away from the Employer the business of any person who the Employee knows or reasonably should know is a customer or identified, prospective customer of the Employer, or cause any such person to refrain, in any respect, from conducting business with the Employer; or (ii) solicit, request, or induce, or attempt to solicit, request, or induce any employee of the Employer or FTC to terminate employment with the Employer or FTC and accept employment with another person, firm, corporation, or other entity; provided, however, that general advertisements for employment that are not directed to the Employer’s or FTC’s employees will not violate this Section 7. (b) The Employee will not at any time use for his own benefit, copy or make known in any manner to any person, firm, corporation or other entity the contents of any agreements (including this Agreement), memoranda, correspondence, writings, drawings, reports, charts, or other media, of or related to information, data, methods, systems, processes, concepts or technologies, used or developed by the Employee, the Employer, or FTC, including, without limitation, any and all trade secrets (as defined under Florida law), proprietary information or other confidential information acquired by the Employee in connection with the Employee’s employment with the Employer. The Employee understands and agrees that the lists of existing or prospective customers, vendors, and contractors of the Employer, as such may exist from time to time, and information concerning such customers, vendors, and contractors are valuable, special and unique assets of the Employer’s business which are entitled to protection under the provisions of this Section 7. (c) The parties acknowledge and agree that money damages cannot fully compensate Employer in the event of Employee’s violation of the provisions of this Section 7. Thus, in the event of a breach of any of the provisions of this Section 7, Employee agrees that Employer, upon application to a court of competent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms o...

Non-Solicitation; Confidentiality. (a) The Executive agrees and acknowledges that for a period of twelve (12) months after the termination of the Executive's employment with the Company for any reason, except if the Executive is entitled to receive the Severance Benefit, in which case the period shall be twelve (12) months after the due date of the final installment of the Severance Benefit, the Executive shall not, on behalf of himself or any other person, firm or entity, directly or indirectly (i) solicit any customer or prospective customer of the Consolidated Business with whom he had material contact for the purpose of offering or providing information technology outsourcing services that compete with those offered or provided by the Consolidated Business. For purposes of this restriction, "material contact" means interaction for the purpose of offering or providing computer outsourcing services or products to the customer or prospective customer; (ii) solicit for the purpose of offering or providing information technology outsourcing services in the United States that compete with those offered or provided by the Consolidated Business any customer of the Consolidated Business with whom employees or consultants that Executive supervised in the last twelve (12) months of his employment had material contact (as that phrase is defined in subsection (i)); or (iii) solicit or recruit any employee, consultant, contractor, agent or representative of the Consolidated Business with whom Executive had contact, to end their employment or engagement with the Company. For purposes of this provision, "contact" means interaction for the purpose of conducting the business of the Consolidated Business. The "Consolidated Business" is the business of the Company and each subsidiary of the Company. (b) The Executive shall not use for competitive purposes, or divulge to any other person, firm or corporation (otherwise than in furtherance of the business purposes of the Company), any confidential information of the Consolidated Business. "Confidential Information" shall mean all information of a confidential nature and includes information contained in the current and potential customer lists, marketing and business plans and financial records of the Consolidated Business, and specifications of proprietary products under development and not yet marketed or sold by the Consolidated Business; provided, that Confidential Information shall not include (and the restrictions of this Section 8(b) shall not apply t...

Non-Solicitation; Confidentiality. (a) Executive agrees that for a period from one (1) year following Executive's termination hereunder, Executive shall not solicit, entice or contact Bank's executives for purposes of having such executives engage in direct competition with Bank. (b) Executive acknowledges that, in the course of his employment by Bank, he will have access to confidential information, trade secrets, and unique business procedures and information which are the valuable property of Bank. Executive agrees not to disclose for any reason, directly or indirectly, any confidential, trade secret or other proprietary information, as determined by Bank in its reasonable discretion, at any time, during or after the period Executive is employed by Bank, for any purpose other than to perform his assigned duties on behalf of Bank.

Non-Solicitation; Confidentiality. (a) For a period of one year from and after the NESR Closing Date, the Selling Stockholders shall not, and shall cause their directors, officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiary. (b) From and after the NESR Closing Date, the Selling Stockholders shall not and shall cause their directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (c) From the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requir...

Non-Solicitation; Confidentiality. Vendor acknowledges, understands, and agrees that no legal or contractual relationship between Vendor and any of EDC FM’s clients, contractors, or customers is created by virtue of this Agreement or any Work Order. Vendor acknowledges that, when performing Work or a Work Order, Vendor is engaged by and working exclusively for EDC FM, and not by or for the clients of EDC FM. Furthermore, Vendor acknowledges that EDC FM has invested considerable time and expense in developing relationships with its clients, which relationships constitute legitimate business interests. Accordingly, Vendor expressly covenants as follows: A. Vendor shall not submit invoices, proposals, work orders, or any other business documents to any current or prospective client of EDC FM without the prior written consent of an officer of EDC FM. Vendor shall look solely and exclusively to EDC for payment for any Work or Work Order performed. B. Vendor shall not disclose or permit to be disclosed, either in writing or orally, the cost or amount of its Work or Work Orders to any third party, including, but not limited to clients of EDC FM. Vendor shall take any and all steps which may be necessary to prevent the disclosure of the foregoing by anyone whose acts Vendor may be responsible. X. Xxxxxx and Vendor’s officers, employees, agents, shareholders, and directors (if applicable) shall not, during the term of this Agreement and for a period D. Vendor shall not use, disclose, or base judgments on EDC FM’s trade secrets or confidential information. The parties hereto hereby covenant to hold in strictest confidence all confidential information. As used in this Section 21(D), “Confidential Information” includes, but is not limited to: customer lists, EDC FM’s billing and payment procedures, details or information related to or derived from EDC’s proprietary systems, sales materials, and the conversations, details, information, data or other knowledge derived from or related to a Work Order or this Agreement. Notwithstanding the foregoing, Vendor may disclose Confidential Information on a ‘need to know’ basis to its employees or agents for the sole purpose of fulfilling Vendor’s obligations under this Agreement. The Vendor shall not publicize in any media form, including, but not limited to, online forums or websites, any details of the Vendor’s Work, any communications between Vendor and EDC FM, or any Confidential Information. E. Vendor shall not use EDC FM’s name, reputation, logo, goodwill o...

Non-Solicitation; Confidentiality. In consideration of the agreement by FLIC to make a Termination Payment to you under the circumstances described in Section “4” hereof, and regardless of whether you shall actually become entitled to receive a Termination Payment, you agree that, for a period of two (2) years after the termination of your employment by FLIC, you will not (i) on behalf of any banking organization or lender doing business in New York City or in the Counties of Nassau or Suffolk, directly or indirectly solicit the business of any person or entity which shall be a customer of the Bank on the date of such termination or facilitate or assist in the development of any business relationship between any such banking organization or lender and any such customer or (ii) either directly or on behalf of any such banking organization or lender, employ, retain, or solicit the employment or retention of, any person who shall be an employee of the Bank on the date of such termination.