Competition and Confidentiality Sample Clauses

Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 18 months thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the provis...

Competition and Confidentiality. (a) The Employee acknowledges that: (i) the Company, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that support. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or the period of 730 consecutive days after the first to occur of the expiration of the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a), (c), (d) or (e) (the "Post-employment Restricted Period"): (i) accept employment with or render service to any person, firm or corporation that is engaged in a business directly competitive with the Business, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (A) the city, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 5...

Competition and Confidentiality. (a) If, during the Employment Term (or any extension thereof), the employment of the Executive is terminated pursuant to Section 7(a) or the Executive voluntarily terminates his employment pursuant to Section 7(d), or if the Company elects not renew this Agreement after the first automatic renewal referred to in Section 5(b) (subject to the Company's right to terminate for Due Cause) for one year from the date of such termination, the Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), with respect to the States of Texas, Oklahoma, Kansas, Missouri, Ohio, Idaho and any other state in which the Company owns, leases or operates motion picture theaters at the time of termination, (i) accept employment or render service to any person, firm or corporation that is engaged in a business directly competitive with the business then engaged in by the Company in such states or (ii) directly or indirectly enter into or in any manner take part in or lend his name, counsel or assistance to any venture, enterprise, business or endeavor, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company in such states. (b) It is the desire and intent of each of the parties that the provisions of Section 6(a) shall be enforced to the fullest extent permissible under the laws and public policies applied in the State of Texas. Accordingly, if any particular portion of Section 6(a) shall be adjudicated to be invalid or unenforceable, Section 6(a) shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable, or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable. (c) During and after the Employment Term, the Executive will not divulge or appropriate to his own use or to the use of others any secret or confidential information or secret or confidential knowledge pertaining to the business of the Company obtained by the Executive in any way while he was employed by the Company. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, w...

Competition and Confidentiality. RGM and Tyler expressly agree and understand that this Agreement is non-exclusive and that either Party may enter into similar agreements with other persons or entities as long as the terms of such agreements do not constitute a breach of the terms of this Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account, and RGM does not work for finder’s fees, commissions, stock, or participating or equity interests in projects. RGM explicity agrees that it will not acquire, either directly nor indirectly, any interests in mining properties or surface rights within 10 kilometers of the Bahuerachi project area shown in Exhibit ▇. ▇▇▇▇▇ - RGM Services Agreement, 29 September 2004 1. RGM understands that in the performance of his services hereunder, RGM may obtain knowledge of "confidential information," meaning any information (including, without limitation, any formula, patent, device, plan, process, methodology, technology, or compilation of information) which is, or is designed to be, used in the business of Tyler or results from its research, acquisition, exploration, or development activities; or is private or confidential in that it is not generally known or available to the public; or gives Tyler any opportunity to obtain an advantage over competitors who do not know or use it. RGM shall not, without the written consent of an officer of Tyler, either during the term of this Agreement or following the termination of this Agreement, use or disclose such confidential information outside Tyler; publish any article with respect thereto; or, except in the performance of services hereunder, remove or aid in the removal from the premises of any such confidential information, or any property, or material which relates thereto. RGM further agrees that RGM will disclose to Tyler no information transmitted to RGM on a confidential basis by any third party without the prior written approval of such third party. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this Agreement shall be and remain the property of Tyler, and the same shall be kept confidential by RGM, who shall not disclose the same to any third party directly or indirectly during the term of this Agreement and thereafter, except upon the prior written consent of Tyler. All such work products in RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Ter...

Competition and Confidentiality. Executive agrees to sign and understands that his or her employment as an Executive is contingent on signing and returning to the Company the Proprietary Information, Inventions, Confidentiality and Competition Agreement (the “Proprietary Information Agreement”) attached hereto as Exhibit A concurrently with the execution of this Agreement. The parties agree that the obligations set forth in the Proprietary Information Agreement shall survive termination of this Agreement and termination of the Executive’s employment, regardless of the reason for such termination.

Competition and Confidentiality. Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have no rights in the income or profits of that business.

Competition and Confidentiality. 4.1. The Distributor is allowed to sell any other products or services if these offers do not compete with the offers provided with the ENAGIC product range. However, it is not possible to present or communicate other offers with the ENAGIC product range in the context of a sales action or advertisements or events. The Distributor shall inform ENAGIC in writing of any such additional activity.

Competition and Confidentiality. 5.1 Member and Special Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have no rights in the income or profits of that business.

Competition and Confidentiality. (a) If during the Employment Term (or any extension thereof), (i) the employment of the Executive is terminated pursuant to Section 7(a) or (ii) the Executive voluntarily terminates his employment pursuant to Section 7(d), then for two years from the date of such termination or nonrenewal, as the case may be, the Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), with respect to the States of Oklahoma, Texas, New Mexico and Louisiana and any other state in which the Company owns, leases or operates assets at the time of termination or nonrenewal: (i) accept employment or render service to any person, firm or corporation that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies in such states; or (ii) directly or indirectly enter into or in any manner take part in or lend his name, counsel or assistance to any venture, enterprise, business or endeavor, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company or any of its affiliated companies in such states; or (iii) directly or indirectly solicit, sell, call upon or otherwise contact any customer of the Company or any of its affiliated companies or any person who has been in contact with the Company or such affiliated company with respect to the Company's or such affiliate's business, for the purpose of selling or providing the same or similar products or services provided or offered by the Company or its affiliate to such customers or prospective customers; or (iv) directly or indirectly solicit, entice, persuade or induce any individual who presently is, or at any time during such period shall be, an employee of the Company or any of its affiliated companies or any of their respective successors, to terminate or refrain from renewing or extending his or her employment with the Company, any of its affiliated companies or any of their successors, or to be employed by or enter into a contractual relationship with the Executive or any other individual, person or entity, and Executive shall not approach any employee for any such purpose or authorize or knowingly cooperate with the taking of any action by any other individual, person or entity. (b) It is the desire and intent of eac...