Confidentiality and Covenant Not to Compete Clause Samples

Confidentiality and Covenant Not to Compete. 7.1 Executive will execute the confidentiality agreement(s) and any such other agreements as are normally required to be executed by other Corporation salaried employees. During and after Executive’s employment, Executive will comply with said agreements and keep confidential all confidential information pertaining to Corporation which Executive learned while employed by Corporation, as such confidential information is defined in the applicable confidentiality agreement(s). The promises, rights and obligations stated in Article VII will survive the termination of Executive’s employment. 7.2 The Executive shall not, directly or indirectly, within the territory comprising the United States and Canada, for a period of eighteen (18) months following the date of termination of his employment for whatever reason, either individually or in partnership or jointly in conjunction with any person or persons, firm, association, joint venture, syndicate, company or corporation as principal, agent, shareholder, employee, or consultant, engage in any of the same business endeavors engaged in by Corporation and any of its subsidiaries, or: (a) induce or attempt to influence or induce any of the employees of Corporation (including its subsidiaries) to leave their employment; (b) hire, employ or utilize the services of any employee of Corporation (including its subsidiaries); or (c) contact any Corporation customer (or prospective customers that Corporation is actively soliciting) for the purposes of: (i) inducing them to terminate their business relationship with Corporation, (ii) discouraging them from doing business with Corporation, or (iii) offering products or services that are similar to or competitive with those of Corporation. “Contact” with any customer includes responding to contact initiated by the customer. 7.3 The parties agree that this Article’s terms are reasonable and that Executive has received adequate consideration for the covenants and obligations undertaken by Executive under this Article. Executive also agrees that this Article is reasonably necessary for the protection of Corporation’s confidential information as defined in the applicable confidentiality agreement(s). Executive acknowledges that a breach or threatened breach by Executive of the provisions of this Article may result in Corporation suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, Executive agrees that C...

Confidentiality and Covenant Not to Compete. A. Executive covenants and agrees that he will at all times keep confidential and will not at any time, except with the prior written consent of CSI, directly or indirectly, communicate or disclose or use for his benefit or the benefit of any Person (as defined in subsection 9E hereof) except CSI, any trade secrets or confidential or proprietary information of CSI or any of its affiliates including, but not limited to, strategic planning documents, data, reports, records, plans, policies, applications, and other documents, and Executive will also use his best efforts to prevent unauthorized disclosure by others. B. Executive agrees not to compete with CSI in any manner whatsoever, as an employee, shareholder, director, creditor, joint venturer, consultant, or otherwise, or any currently existing or hereinafter created subsidiary, joint venture, or business line of CSI, at any time during this Agreement, and for a period of two years following the date of termination of employment in the area constituting the United States, Puerto Rico and Europe. C. The parties agree that any breach by Executive of the covenants contained in this Section 6 will result in irreparable injury to CSI for which money damages could not adequately compensate CSI, and therefore, in the event of any such breach, CSI shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court of equity enjoining and restraining Executive and/or any other Person involved therein from continuing such breach. The covenants contained in this Section 6 are independent of all other covenants between Executive and CSI. D. If any portion of the covenants or agreements contained herein, or the application thereof, is construed to be invalid or unenforceable, then the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. E. All information, lists, data, reports, records, plans, policies, applications, and other papers, articles, and materials of any kind relating to CSI's business and obtained by Executive in the course of his association with CSI, whether developed by him or not, shall be and remain CSI's property and will be returned to CSI along with any and all copies thereof, at such time as Executive ceases to be an employee of CSI.

Confidentiality and Covenant Not to Compete. The Executive covenants and agrees that he will not at any time during and after the end of the Term, directly or indirectly, use for his own account, or disclose to any person, firm or corporations, other than authorized officers, directors and employees of the Company or its subsidiaries, Confidential Information of the Company. During the term of this Agreement and for a period of twelve months after the termination of this agreement, Executive shall not, without the express written consent of the Company, engage in any activity competitive with and/or adverse to the Company's business or practice (whether alone, as a partner, or as an officer, director, Executive or shareholder of any other corporation, or a trustee or fiduciary or any other representative of any other entity).

Confidentiality and Covenant Not to Compete. The Corporation also agrees to provide the Executive with directors’ and officers’ liability insurance coverage both during and, with regard to matters occurring during, employment or while serving as a director of the Corporation or any affiliate, which coverage will be at a level at least equal to the level being maintained at such time for the then current officers and directors and shall continue until such time as suits can no longer be brought against the Executive as a matter of law; provided, however, that the Corporation shall not be required to maintain such insurance coverage unless the Board determines that it is obtainable at reasonable cost. Further, the Corporation and Executive shall execute and be subject to the Corporation’s standard Director and Officer Indemnification Agreement.

Confidentiality and Covenant Not to Compete. A) Executive acknowledges that the Company and GACR have developed and/or are developing a unique and successful business of which the name, customers, goodwill, and methods of doing business are valuable assets, and also that the Company and/or GACR at times does business with certain entities whose name and scope of work are confidential. In the course of Executive carrying out his obligations under this Agreement, Executive will have access to the Company’s and GACR’s confidential information, including, but not limited to, trade secrets, financial information, customer lists, marketing methods, data, properties, personnel and internal affairs, relating to the Company’s and GACR’s business and customers (the “Confidential Information”). B) Executive will not, during the term of this Agreement, communicate or divulge to any of the Company’s or GACR’s competitor’s any information or knowledge concerning the Company and/or GACR and any information, including but not limited to client lists, communication techniques, invoicing, billing, schematics, hardware and software designs and prototypes which may be communicated to Executive by the Company and/or GACR during the term of this Agreement. C) Executive covenants and agrees that during the term of this Agreement he will not do any act or fail to do any act which may be prejudicial or injurious to the business and goodwill of the Company or GACR. D) During the term of this Agreement, other than with Company’s written consent, Executive will not directly or indirectly own, manage, control, participate in, lend his name to, act as consultant, or advisor to, or render services to (alone or in association with any other persons, firm, corporation or other business organization) any person or entity engaged in any business similar to or related in any way to the business be conducted by the Company. E) As consideration for the Executive agreeing not to compete during the term of this Agreement, and for a minimum of three (3) years if the term of this Agreement is less than three (3) years, upon signing this Agreement, Executive will be issued 150,000 shares of the GACR Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The shares of Series A Preferred Stock, or any common stock issued to Executive as a result of the conversion of the Series A Preferred Stock, shall not be transferred by the Executive for a period of three (3) years from the Effective Date of this Agreement, and such shares sh...

Confidentiality and Covenant Not to Compete. A) Contractor acknowledges that the Company plan on developing a unique and successful business of which the name, customers, business partners, goodwill, and methods of doing business are valuable assets, and also that the Company at times does business with certain entities whose name and scope of work are confidential. In the course of Contractor carrying out her obligations under this Agreement, Contractor will have access to the Company’s confidential information, including, but not limited to, trade secrets, financial information, customer lists, marketing methods, data, properties, personnel and internal affairs, relating to the Company’s business and customers (the “Confidential Information”). B) Contractor will not, during the term of this Agreement, communicate or divulge to any of the Company’s competitor’s any information or knowledge concerning the Company and any information, including but not limited to client lists, communication techniques, invoicing, billing, schematics, methodologies, and prototypes which may be communicated to Contractor by the Company during the term of this Agreement. C) Contractor covenants and agrees that during the term of this Agreement she will not do any act or fail to do any act which may be prejudicial or injurious to the business and goodwill of the Company. D) Contractor shall not compete. During the term of this Agreement, other than with Company’s written consent, Contractor will not directly or indirectly own, manage, control, participate in, lend her name to, act as consultant, or advisor to, or render services to (alone or in association with any other persons, firm, corporation or other business organization) any person or entity engaged in any business similar to or related in any way to the business be conducted by the Company. E) Contractor agrees that all ideas, concepts and designs and other intellectual properties (“Intellectual Property”) resulting from rendering the Services to the Company, shall be the sole property of the Company. Contractor hereby assigns to the Company all of her rights, title and interest in any such Intellectual Property, and will execute, acknowledge and deliver such instruments as are necessary to confirm the ownership thereof by the Company.

Confidentiality and Covenant Not to Compete. Contractor understands and agrees that all forms, records, reports, documents, files, information, instructions and all documents (whether marked “confidential” or not) relating to specific assignments and information regarding i-SPY’s business including, the nature and method of the evaluation assignment, the questions used for the evaluation assignment, the location(s) Contractor was assigned to evaluate, the name of the businesses the Contractor evaluated, the frequency that the Contractor was called about assignments, guidelines or the Procedure, all collectively referred to as “Trade Secrets”, which the Contractor may use, learn, prepare or come in contact with during or as a result of an assignment, shall remain the sole property of i-SPY. In providing services to i-SPY, the Contractor warrants he/she will not disclose, directly or indirectly, to any individual, business entity or any third party, the Trade Secrets of i-SPY nor reveal the identity of any employee or other contractor providing services to i-SPY, including i-SPY’s clients. During the term of this Contract (the last assignment you performed and were paid by i-SPY) and for a period of two (2) years thereafter, the Contractor will not engage in, own an interest in, manage, control, become employed by (excluding independent contractor mystery shopping), represent, participate in or be connected to the ownership, management or control of any business which provides quality assurance mystery shopping services for the hospitality industry, in the Counties of Philadelphia, Bucks, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Delaware, Pennsylvania, as well as Camden and Atlantic Counties in New Jersey, New York City and the Washington D.C. Metro Area. During said same period, Contractor shall not attempt to influence i-SPY’s clients to place their business with any other individual or business entity which provides auditing/shopping services in the above-noted geographical area. Contractor acknowledges that in the event of a breach or threatened breach of the covenants set forth in this Article that I-SPY would be entitled to injunctive relief in a court of competent jurisdiction. No exceptions to this provision shall be made without specific written permission from an officer of i-SPY.

Confidentiality and Covenant Not to Compete. As a condition of Nike's offer of employment, Executive has executed a separate "Covenant Not to Compete and Non-Disclosure Agreement" attached as Exhibit D and by this reference made a part of this Agreement. It is understood that this Covenant Not to Compete and Non-Disclosure Agreement shall be independent of, and survive the termination of, this Agreement.

Confidentiality and Covenant Not to Compete. Upon appointment, each Member shall cause each appointed Manager, and the Company shall cause each Officer, to execute a confidentiality and non-competition agreement in a form reasonably satisfactory to the Members. Additionally, upon execution of this Agreement, ▇▇.