Non-Compete and Confidentiality Sample Clauses
The Non-Compete and Confidentiality clause restricts parties from engaging in competitive activities and from disclosing or using confidential information obtained during the course of their relationship. Typically, this clause prohibits an employee or contractor from working for competitors or starting a similar business for a specified period and within a defined geographic area, while also requiring them to keep proprietary information private both during and after their engagement. Its core function is to protect the business’s sensitive information and commercial interests by preventing unfair competition and unauthorized information sharing.
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Non-Compete and Confidentiality. 5.1. ▇▇. ▇▇▇▇▇▇ undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil.
5.2. ▇▇. ▇▇▇▇▇▇ agrees during this period not to:
a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or
b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or
c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or
d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or
e) Make use of or (except as required by law or any competent regulatory bode) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or
f) Use or (insofar as he can reasonably do so) allow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name.
5.3. For purpose of this clause 5:
a) ▇▇. ▇▇▇▇▇▇ is concerned in a business if he carries it on as principal or agent or if:
A. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or
B. He has any direct financial interest (as shareholder or otherwise) in any person who carries on the business; or
C. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct financial interest (as shareholder of otherwise) in any person ...
Non-Compete and Confidentiality. Except as to such actions within the ordinary course of the Executive's employment by the Corporation which the Executive in good faith believes to be in the best interests of the Corporation, the Executive shall not at any time during the Employment Term or two years thereafter, without the prior written consent of the Corporation: (i) request or advise any supplier, or other person, firm, partnership, association, corporation or business organization, entity or enterprise having business dealings with the Corporation or any subsidiary or affiliate of the Corporation to withdraw, curtail or cancel such business dealings; (ii) disclose to any third party including, but not limited to, any competitor or potential competitor of the Corporation or any subsidiary or affiliate of the Corporation any trade secret, know-how or knowledge relating to costs, products, equipment, merchandising and marketing methods, business plans, or research results used by, or useful to, the Corporation or any subsidiary or affiliate of the Corporation or other confidential information of the Corporation (the "Confidential Information"); (iii) induce or attempt to influence any executive of the Corporation or any subsidiary or affiliate of the Corporation to terminate, or in any way violate the terms of, his or her employment; or (iv) engage directly or engage indirectly in any business in competition with the business of the Corporation or its subsidiaries, provided, however, that the ownership by Executive of not more than 5% of the equity securities of any company or similar business venture shall not be deemed a violation of this Section 5.2(iv). For purposes of this Section 5.2, Confidential Information shall not include: (a) information that is in the public domain; provided that Executive was not responsible for the disclosure to the public; (b) information that was already known to Executive prior to his employment by the Corporation; and (c) information required to be disclosed in connection with any judicial or administrative proceeding or inquiry; provided that Executive shall notify the Corporation as promptly as practicable of such proceeding or inquiry and cooperate with the Corporation in taking legally available steps to resist or narrow the required disclosure.
Non-Compete and Confidentiality. (a) A Participant shall not render services for any organization or engage directly or indirectly in any business that is a competitor of the Company or any Affiliate of the Company, or which organization or business is or plans to become prejudicial to or in conflict with the business interests of the Company or any Affiliate of the Company or distribute any secret or confidential information belonging to the Company or any Affiliate of the Company.
(b) Failure to comply with subsection (a) above will cause a Participant to forfeit the right to the Stock Options and require the Participant to reimburse the Company for the taxable income received on the exercise of Stock Options within the 90-day period preceding the Participant’s termination of employment. Date of Grant: XXXX
Non-Compete and Confidentiality. (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Company or its Subsidiaries for a period of one (1) year following such termination in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of the Company or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, as liquidated damages, and the Company agrees to accept said sum and to pursue no further action against the Executive and this Provision 10
(a) shall become null and void upon such payment.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Company and its Subsidiaries. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in...
Non-Compete and Confidentiality. The Company has entered into non-compete agreements and confidentiality agreements with all of its non-independent directors and the executive officers and employees of the Company and Controlled Entities with whom the signing of such agreements are determined by the Company as necessary to protect the intellectual property, know-how and other proprietary information of the Company and the Controlled Entities, and such agreements shall be valid and enforceable during the employment and post-employment periods of such directors, executive officers and employees as specified in the relevant agreements.
Non-Compete and Confidentiality. As an inducement for the Company to enter into this Agreement and in furtherance of the terms of the Employment Agreement, Employee expressly agrees that he provides unique and specialized services, skills and expertise to the Company, and that the Company hired him because of the unique and specialized services, skills and expertise he is able to provide. Employee further expressly agrees that he has been given access to Confidential Information and trade secrets of the Company and Ameritrade and their subsidiaries (collectively "Ameritrade"). Accordingly, Employee acknowledges and reaffirms his obligations under the terms of Sections 4 and 5 of the Employment Agreement through the Effective Date and for a 12 month period thereafter ("Restricted Period").
Non-Compete and Confidentiality. 7.1 In consideration of the Fees and any RSA received under this agreement, you agree that at any time during the Appointment, and for a period of one year following the termination of the Appointment for any reason, you shall not, save with the prior written consent of the Board, assume any role for, with or in connection with any business which competes or is in competition with the Company or the Group, whether as a director, partner, employee, consultant or in any other capacity whatsoever.
7.2 You shall not (save in the proper course of your duties, as required by law or as authorised by the Company) use, disclose or communicate to any person (and shall use your best endeavours to prevent the use, disclosure or communication of) any trade or business secrets or confidential information of or relating to the Company or the Group (including but not limited to details of actual or potential customers, customer identity, employees, directors, consultants, suppliers, licensors, licensees, agents, distributors, designs, existing and planned product lines, product applications, technology underlying its products or services, trade arrangements, terms of business, customer requirements, customer lists, operating systems, sales and revenue information, marketing information or strategies, manufacturing processes, software, computer systems, source codes, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, price lists, business plans, financial information, business transactions, prospective business transactions, inventions, research and development activities, personal or sensitive personal data and anything marked or otherwise treated as confidential) which you create, develop, receive or obtain in connection with the Appointment and shall not use to the detriment of the Company or the Group any information relating to the Company or the Group. The restrictions in this Clause 7.2 shall continue to apply after the termination of the Appointment howsoever arising without limit in time. In addition, you shall continue to be subject to any applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or market abuse legislation.
7.3 Reference to confidential information in this Clause 7 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement (and in such a case shall become non-confidential from the time that the i...
Non-Compete and Confidentiality. 14.1 The Company will be sole vehicle through which the Members engage in the Company’s agreed purpose.
14.2 The Members will keep Company matters confidential but may disclose information/documentation regarding the Company to advisers, affiliates and employees of affiliates, and as necessary and approved by the Members to the Company’s customers.
Non-Compete and Confidentiality. (a) Consultant shall not, during the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly (for purposes of this Section 4 of this Agreement, "Company" shall include any and all of the Company's subsidiaries), and "Business" shall mean the business of the Company as of the date of this Agreement): (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in the State of California and which is competitive with the Business of the Company or any of its subsidiaries; (ii) for its own account or for the account of any other person or entity, interfere with the Company's relationship with any of its suppliers, material customers, accounts, brokers, representatives or agents; (iii) call on, solicit, or take away any of Company's customers or potential customers about whom Consultant became aware as a result of Consultant's services to the Company, either for Consultant or for any other person or entity; or (iv) solicit or take away or attempt to solicit or take away any of Company's employees or contractors either for Consultant or for any other person or entity.
Non-Compete and Confidentiality. (a) The Participant shall not render services for any organization or engage directly or indirectly in any business which is a competitor of the Company or any Subsidiary of the Company, or which organization or business is or plans to become prejudicial to or in conflict with the business interests of the Company or any Subsidiary of the Company or distribute any secret or confidential information belonging to the Company or any Subsidiary thereof.
(b) Failure to comply with subsection (a) above will cause the Participant to forfeit the right to Performance Units and Retention Units and require the Participant to reimburse the Company for the taxable income received or deferred on Performance Units and Retention Units that have been paid out in cash within the 90-day period preceding the Participant’s termination of employment.
(c) Failure of the Participant to repay to the Company the amount to be reimbursed in subsection (b) above within three days of termination of employment will result in the offset of said amount from the Participant’s account balance in the Company’s Non‑Qualified Deferred Compensation Plans, if applicable (at the time that the amounts owed under the Company’s Non-Qualified Deferred Compensation Plans), and/or from any accrued salary or vacation pay owed at the date of termination of employment or from future earnings payable by the Participant’s next employer. If applicable, such offset shall be deemed to constitute the payment due to him under the Company’s Non-Qualified Deferred Compensation Plans in accordance with the time and form of payment specified under such plan and the immediate repayment to the Company of the amounts owed under this Exhibit.