Confidentiality Non Competition Non Solicitation. A. The Executive acknowledges that:
Confidentiality Non Competition Non Solicitation. (a) During the Agency's business association with Company, Company may have disclosed, and may disclose, to the Agency, or may have given the Agency access to, customer files and lists, vendor files and lists, trade secrets, intellectual property, proprietary information, inventions, financial information and marketing, sales and billing techniques owned or developed by Company, and other information regarding the business, process or products of Company which is treated by Company as confidential or which the Agency has reasonable basis to believe is confidential ("Confidential Information").
Confidentiality Non Competition Non Solicitation. 5.1.1 Employee acknowledges that (a) the business of providing care support services and health support services in which Healthways is engaged (the “Business”) is intensely competitive and that Employee’s employment by Healthways will require that Employee have access to and knowledge of confidential information of Healthways relating to its business plans, financial data, marketing programs, client information, contracts and other trade secrets, in each case other than as and to the extent such information is generally known or publicly available through no violation of this Agreement by Employee; (b) the use or disclosure of such information other than in furtherance of the Business may place Healthways at a competitive disadvantage and may do damage, monetary or otherwise, to the Business; and (c) the engaging by Employee in any of the activities prohibited by this Section shall constitute improper appropriation and/or use of such information. Employee expressly acknowledges the trade secret status of Healthways’ confidential information and that the confidential information constitutes a protectable business interest of Healthways. Other than as may be required in the performance of his or her duties, Employee expressly agrees not to divulge such confidential information to anyone outside Healthways without prior permission.
Confidentiality Non Competition Non Solicitation. (a) Executive acknowledges that: (i) the Executive has, and his employment hereunder will require that Executive continue to have, access to and knowledge of Confidential Information (as hereinafter defined); (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company or its subsidiaries would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s businesses; and (iii) the engaging by Executive in any of the activities prohibited by this Section 9 may constitute improper appropriation and/or use of such Confidential Information. Executive expressly acknowledges that the Confidential Information constitutes a protectable business interest of the Company.
Confidentiality Non Competition Non Solicitation. (a) From and after the date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Buyer, the Company and the Company Subsidiaries, except to the extent that such Seller can show that such information: (i) is generally available to and known by the public through no fault of any Seller or any of their respective Affiliates or Representatives or (ii) is lawfully acquired by such Seller, any of its Affiliates or their respective Representatives from and after the date hereof from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information that such Seller is advised by its counsel is legally required to be disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Confidentiality Non Competition Non Solicitation. The parties acknowledge that the Executive and the Parent Company, in anticipation of the Executive’s employment by the Company, entered into the Letter Agreement, which contains, among others, certain confidentiality, non-competition and non-solicitation provisions in paragraphs 5 through 10. The parties hereby agree that paragraphs 5 through 10 of the Letter Agreement shall be incorporated herein by reference as if fully set forth herein, except that the references to the “Company” in the Letter Agreement shall be deemed to be to the Company for the purposes of this Agreement.
Confidentiality Non Competition Non Solicitation. Executive would be subject to certain confidentiality provisions, as well as non-competition and non-solicitation restrictions for a period of one (1) year following termination of employment with the Company, provided that the non-competition and non-solicitation restrictions would not apply if Executive is terminated without Cause or terminates his employment for Good Reason or upon termination of the employment agreement upon exercise of the right to terminate the automatic extensions in Section 2 above.
Confidentiality Non Competition Non Solicitation. (a) The Seller acknowledges that in the course of its ownership of the Purchased Assets and operation of the Business it has had access to all confidential and proprietary information relating to the Business and the Purchased Assets (the “Confidential Information”). Each of the Stockholders also acknowledges that in the course of its ownership of the Seller, such Stockholder, together with its Affiliates, has had access to the Confidential Information. Each of the Seller and Stockholders agrees that it shall not, and shall not authorize or permit any of their respective Affiliates, directly or indirectly, at any time, to disclose any Confidential Information to any other Person or to use any Confidential Information to the detriment of Buyer; provided, however, that for purposes of this Section 6.03(a), Confidential Information shall not be deemed to include such information as is generally available and known by the public or the industry through no fault of the Seller, Stockholders or any of their Affiliates in breach of the terms hereof; provided, further, that this Section 6.03(a) shall not prevent the disclosure of Confidential Information by the Seller or Stockholders to the extent required in any proceeding between the Parties; and, provided further, that this Section 6.03 shall not restrict any of the Stockholders from using or disclosing Confidential Information in the course of employment with Buyer. If the Seller, Stockholders or their respective Affiliates is compelled to disclose any Confidential Information by any legal proceeding or the federal securities laws, the Seller or such Stockholder shall promptly notify Buyer of such required disclosure so that Buyer may seek, at its sole expense, a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Seller or such Stockholder agrees to disclose only that portion of the Confidential Information which is legally required to be disclosed and to take all reasonable steps to preserve the confidentiality of the Confidential Information.
Confidentiality Non Competition Non Solicitation. (a) Employee recognizes and acknowledges that he has had access to certain information of members of the Company Group (as hereinafter defined) and that such information is confidential and constitutes valuable, special and unique property of such members of the Company Group. Employee shall not, directly or indirectly, at any time after the Effective Date, disclose,
Confidentiality Non Competition Non Solicitation. (a) Each Seller and Rentassured Seller shall hold in confidence at all times after the date hereof all Proprietary Information, and shall not disclose, publish or make use of Proprietary Information at any time after the date hereof without the prior written consent of Buyer. Notwithstanding the foregoing, the confidentiality obligations of this Section 6.02(a) shall not apply to information that is required to be disclosed pursuant to an order of a judicial authority or Governmental Entity having competent jurisdiction (provided such Seller if legally permitted provides Buyer with reasonable prior written notice thereof) or can be shown to have been generally available to the public at the time of disclosure to such Seller other than as a result of a breach of this Section 6.02(a).
