Non-Solicitation; Confidentiality. 11.1 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.
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. In consideration of the benefits and protections of this Agreement, Employee agrees to the following:
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 Company or the Companies with whom he had material contact for the purpose of offering or providing computer outsourcing services that compete with those offered or provided by the Company or the Companies. 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 computer outsourcing services that compete with those offered or provided by the Company or the Companies any customer of the Company or the Companies with whom employees that Executive supervised in the last twelve (12) months of his employment had material contact (as that phrase is defined in subsection (i)). This subsection (ii) is further limited to the United States; (iii) solicit or recruit any employee, consultant, contractor, agent or representative of the Company or the Companies 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 Company or the Companies.
Non-Solicitation; Confidentiality. Greystone agrees that, without Seller's prior written consent, Greystone will not, for a period of two (2) years after the Termination Date (i) solicit the employment of any employee of Seller, or (i) solicit, directly or indirectly, through Greystone or any of its affiliates, the purchase of any Account of any then- existing Client. As used in this paragraph, "solicit" shall not be deemed to include general advertising or general solicitations that are not targeted or directed specifically to employees of Seller. Notwithstanding the foregoing, the following shall not be deemed to be a violation of the provisions of this subsection: (i) if a Client reviews any marketing materials not specifically designed for or sent to such Client; (ii) if a Client reviews Greystone's website; or (iii) if the initial contact between Client and Greystone was initiated by (1) the Client or an agent representing such Client, or (2) one of Greystone's referral sources (as long as such referral source has not received the name of such Client from Greystone), as long as Greystone does not enter into a financing agreement with such Client during the two(2) year restrictive period. In connection with this Agreement, Seller may furnish to Greystone information, documents and materials pertaining to the operations, financial condition and projections of the Seller, its Clients and other aspects of the business of the Seller (the "Confidential Information"), Greystone acknowledges and agrees that the Confidential Information is confidential and proprietary in nature and that the Seller desires and requires that the Confidential Information remain confidential and proprietary. Greystone agrees to maintain the confidentiality of the Confidential Information and agrees to the terms and conditions set forth in the Agreement, as follows:
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.
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.
Non-Solicitation; Confidentiality. (a) The parties agree to continue to abide by that certain Non-Disclosure & Confidentiality Agreement between the Seller and the Purchaser, dated July 11, 2011 (the “Confidentiality Agreement”), which will survive until the Closing, at which time the Confidentiality Agreement will terminate; provided, however, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with its terms.
Non-Solicitation; Confidentiality. You acknowledge and agree that (i) Silvercrest’s present and future business relationships with its clients, employees, vendors, suppliers, and lenders are and will continue to be of a type which normally continue unless interfered with by others, (ii) any statements or actions taken by you to induce any client, employee, vendor, supplier, or lender to terminate, reduce, or not renew any business arrangement with Silvercrest (unless Silvercrest determines that the termination, reduction, or non-renewal is in the best interest of Silvercrest) or to enter into any business arrangement within Silvercrest’s line business with any Person (as defined on the Silvercrest TRA) other than Silvercrest would cause irreparable harm to Silvercrest; (iii) the services you are to render to Silvercrest are of a special character, with a value to Silvercrest the loss of which cannot adequately be compensated by damages or an action at law; (iv) if you were to become an employee, adviser, or equity owner of a competing organization, your new obligations and the products, services, and technology of the competing organization would be so similar or related to those contemplated by this Agreement that it would be very difficult for you not to rely on or use Silvercrest’s Confidential Information. For purposes of this Section 7, any reference to Silvercrest shall be deemed to include all affiliates of Silvercrest.
