Certain Covenants of the Executive Clause Samples

Certain Covenants of the Executive. To induce the Company to enter into this Employment Agreement, the Executive covenants and agrees that:

Certain Covenants of the Executive. (a) The Executive acknowledges that: (i) he is one of the limited number of persons who will assist with developing the Company’s business, which consists of his work for the Company will bring the Employee into close contact with many confidential affairs not readily available to the public and the covenants contained in this Section 7 will not involve a substantial hardship upon the Employee’s future livelihood (the “Company’s Business”); (ii) the Executive’s work for the Company will bring Executive into close contact with many confidential affairs not readily available to the public; and (iii) the covenants contained in this Section 7 will not involve a substantial hardship upon Executive’s future livelihood. In order to induce the Company to enter into this Employment Agreement, the Executive covenants and agrees that:

Certain Covenants of the Executive. 9.1 At all times during the Term, and following termination of this Agreement for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others except in connection with the business and affairs of the Company, all confidential matters relating to the business of the Company or matters relating to this Agreement, learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company, except (i) as required in the course of performing his duties hereunder, (ii) with the Company's express written consent, or (iii) to the extent that the confidential matter (a) is in the public domain or is generally known in the industry through no unlawful act of the Executive or (b) must be disclosed by the Executive pursuant to law. 9.2 All memoranda, notes, lists, records and other documents or papers made or compiled by or on behalf of the Executive, or made available to the Executive in connection with his employment are and shall be the property of the Company and shall be delivered to the Company promptly upon termination of the Executive's employment with the Company or at any other time upon request. 9.3 The Executive agrees that during the Term and for a period of one year from the date of termination of this Agreement for reason other than termination by the Company without Cause or termination by Executive for Good Reason, he will not, either within or without the United States, directly or indirectly, as a stockholder, partner, investor, director, officer, employee, consultant, contractor, agent or in any other capacity, engage in any business that is in competition with the Business of the Company. "Business" shall mean the business of providing mediation software and hardware, telecommunications data warehousing and analysis systems, billing systems or billing service bureau for telecommunications and internet carriers, including Integrated Services Providers (.e.g., CLECs, ILECs, RBOCS, ISPs, PTTs) or system accounting software for enterprises and government telephony and data networks. Provided that the foregoing shall not prohibit the Executive from owning beneficially less than 5% of the outstanding stock of any class of stock of a corporation the securities of which are regularly traded or quoted on a national securities exchange and the foregoing shall not prohibit Executive from performing services as a director, officer, employee, consultan...

Certain Covenants of the Executive. Executive acknowledges that: (i) his work for the Company and its subsidiaries and affiliates, will bring him into close contact with many confidential affairs, documents, and information not readily available to the public; and (ii) the covenants contained in this Section 5 will not involve a substantial hardship upon his future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that:

Certain Covenants of the Executive. (a) As used in this SECTION 8, "Company" shall include the Company and each corporation, partnership, and other entity which controls the Company, is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50 percent or more of all outstanding equity interests). (b) The Executive hereby agrees that, while the Executive is employed by the Company, until the first anniversary of the Employment Period if the Executive's employment ends at that time, or until the first anniversary of the Termination Date if the Executive's employment ends as a result of one of the reasons set forth in SECTIONS 6(A) AND (B) hereof, the Executive shall not, directly or indirectly: (i) own, operate, invest in, lend money to, be employed by, consult with, render services to, act as agent, officer, or director for, or acquire or hold any interest in (A) any computer business or other business of any nature which competes with any business owned or operated by the Company; or (B) any corporation, partnership, association, or other entity of any nature which owns, operates, or has an interest in any such computer or other competing business (except that nothing herein shall prohibit the Executive from owning not more than 1.0 percent of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange); (ii) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (iii) solicit, request, advise, or induce any present or potential customer, supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iv) publicly criticize or disparage in any manner or by any means the Company, or any aspect of its management, policies, operations, products, services, practices, or personnel thereof. (c) The Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively "Trade Secrets") are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets....

Certain Covenants of the Executive. (a) Except for the Permitted Activities, the Executive agrees that during the Term of Employment and for a period of one year thereafter (the "Prohibited Period") he will not (i) engage pr invest in any business in direct competition with the business of the Company, or (ii) otherwise act as a director, officer, employee, agent, owner, partner or consultant to any such business that is in direct competition with the Company. By way of example and without in any way limiting the Permitted Activities, it is understood and agreed that the Executive shall not be deemed to be in default with respect to this Section 9 as a result of any investment he may make in not more than one percent of the outstanding shares or other units of any security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. As used in this Section 9, "competition" shall mean the act of providing services that directly or indirectly relate to the acquisition and management of orthopaedic medical practices.

Certain Covenants of the Executive. 8.1. The Executive agrees that during his employment, he will not (i) directly or indirectly engage or invest in any business other than the Company's business without the prior approval of the [___________ or _________] or (ii) otherwise act as a director, officer, employee, agent, owner, partner or consultant to any such business. It is understood and agreed that the Executive shall not be deemed to be in default with respect to this Section 8 solely as a result of any investment he may make in not more than (a) five percent of the outstanding shares or other units of any security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), (b) fifty percent (50%) of the outstanding shares or other units of any security not registered pursuant to Section 12 or the 1934 Act, provided (I) such unregistered shares or other units are not of an entity whose business is in competition with the business of the Company and (II) the Committee determines that Executive's holding of the investment is not detrimental to the Company or (c) any investments approved on the signing of this Agreement. 8.2. During the Executive's employment and for a period ("Prohibited Period") of (a) 15 months thereafter for Proprietary Information (as defined below) and (b) perpetuity thereafter for Trade Secrets (as defined below),and except in the course of performing the duties of his employment, the Executive shall not disclose or permit or cause to be disclosed, either directly or indirectly, to any person any Trade Secrets (as defined below) without first obtaining the written consent of the Board. During the Prohibited Period, the Executive shall not disclose or permit or cause to be disclosed, either directly or indirectly, to any person any Proprietary Information. Notwithstanding the foregoing, (i) if any such Trade Secret or Proprietary Information is or becomes generally available to the public (other than as a result of unauthorized disclosure directly or indirectly by the Executive), or (ii) if any such Trade Secret or Proprietary Information is required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having competent

Certain Covenants of the Executive. (a) As used in this Section 7, "Company" shall include the Company and each corporation, partnership, and other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50 percent or more of all outstanding equity interests). (b) The Executive shall not, directly or indirectly, while the Executive is employed by the Company, or for a period of three years after his Termination Date if the Executive's employment hereunder terminates as a result of one of the reasons set forth in Section 6(a), Section 6(b), or Section 6(c) hereof, own, operate, invest in, lend money to, be employed by, consult with, render services to, act as agent, officer, or director for, or acquire or hold any interest in any business enterprise that competes with any business owned or operated by the Company as described in the Company's Form 10-K on file with the Securities and Exchange Commission as of the Executive's Termination Date; provided, however, that nothing herein shall prohibit the Executive from owning not more than one percent of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange, including the Nasdaq National Market. (c) The Executive shall not, directly or indirectly, while the Executive is employed by the Company, or for a period of three years after the Executive's Termination Date: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or otherwise) between the Company and any director, officer, or employee of the Company; (ii) solicit, request, advise, or induce any individual or business enterprise that, prior to the Termination Date, was a customer, was actively solicited to become a customer, or actively sought to become a customer, or was a supplier or other material business contact of the Company, to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company, its personnel, or any aspect of its management, policies, operations, products, services, or practices. (d) The Executive hereby acknowledges that all non-public and/or proprietary information and data of the Company, including without limitation, its trade secrets and its information and da...

Certain Covenants of the Executive. The Executive acknowledges that: (i) he is one of the limited number of persons or entities who has developed, or is familiar with, the business of the Company (the "Business"); (ii) the Company conducts its business throughout the United States; (iii) his work for the Company has brought the Executive into close contact with many confidential affairs not readily available to the public; (iv) the Company would not agree to make the payments required pursuant to this Agreement but for the agreements and covenants of the Executive contained herein; and (v) the covenants contained in this Section 8 will not involve a substantial hardship upon the Executive's future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that: (a) Employees of the Company. During the period commencing on the date hereof and ending on May 15, 1999, the Executive shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce or encourage any individual who is then or who has been within the 12- month period preceding May 15, 1998, an employee of the Company or any affiliate to terminate employment with the Company or such affiliate or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.