Non-compete and Non-disclosure Clause Samples

Non-compete and Non-disclosure. To indemnify or advance funds for Expenses of the Indemnitee in connection with actions, suits or proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, any subsidiary of the Company or any other applicable foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise, if any;

Non-compete and Non-disclosure. As a representative you may not engage or participate in the sale, marketing, or distribution of any product of any other manufacturer which product competes with any Product of Emmegi, without prior written consent As a representative you may not disclose or reveal to any party, any proprietary knowledge or information regarding the business of Emmegi Emmegi’s proprietary knowledge and information includes, but is not limited to, its customer lists, pricing lists and policies, technical information and marketing and business plans. You understand and acknowledge that such proprietary knowledge and information constitutes a valuable business asset of Emmegi Upon termination of your function as representative, you agree to return to Emmegi all sales literature, customer lists, marketing information and any other information and data relating to Emmegi. You must review and sign the confidentiality agreement attached Intellectual Property. You understand that a representative has no right, title or interest in or to the business name, trademarks or service marks of Emmegi, to the goodwill associated with such name and marks, or to any patents, inventions or other intellectual property of the Company You may not incorporate the Company’s name, trademarks or service marks into your own trade name(s) and shall not register the same for the account of any person or entity other than the Company Termination. This Agreement may be terminated at any time with or without cause by either party upon thirty (30) days prior written notice to the other party Subcontractor. As a subcontractor you shall not have any right or authority to assume or create any obligation, express or implied, on behalf of or in the name of Emmegi As a subcontractor you will be responsible for your own state and federal income taxes and any social security and other employment taxes due to commission income derived from your relationship with Emmegi As a subcontractor you are responsible for your own expenses except as agreed to in advance with Emmegi As a subcontractor you are responsible for maintaining your own insurance for general liability. This does not include product liability which is maintained by Emmegi.

Non-compete and Non-disclosure. (a) By acceptance of the Restricted Stock, the Grantee acknowledges that if the Grantee were, without the prior written consent of the Corporation, to use or disclose the Corporation's trade secrets or confidential information or threaten to do so, the Corporation would be entitled to injunctive and other appropriate relief to prevent the Grantee from doing so. The Grantee acknowledges that the harm caused to the Corporation by the breach or anticipated breach of this Section 10 is by its nature irreparable because, among other things, it is not readily susceptible of proof as to the monetary harm that would ensue. The Grantee consents that any interim or final equitable relief entered by a court of competent jurisdiction shall, at the request of the Corporation, be entered on consent and enforced by any court having jurisdiction over the Grantee, without prejudice to any rights either party may have to appeal from the proceedings which resulted in any grant of such relief. (b) The provisions of this Section 10 are not in lieu of but are in addition to the continuing obligation of the Grantee (which Grantee hereby acknowledges) not to use or disclose the Corporation's trade secrets and confidential information known to the Grantee until any particular trade secret or confidential information become generally known (through no fault of the Grantee), whereupon the restriction on use and disclosure shall cease as to that item. Information regarding products in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Corporation is considering for broader use, shall not be deemed generally known until such broader use is actually commercially implemented. As used in this Section 10, "generally known" means known throughout the domestic U.S. industry. (c) If any of the provisions contained in this Section 10 shall for any reason, whether by application of existing law or law which may develop after the Grantee's acceptance of the Shares, be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration, or territory, the Grantee agrees to join the Corporation in requesting such court to construe such provision by limiting or reducing it so as to be enforceable to the extent compatible with then applicable law. (d) In the event the Grantee violates any provision of this Section 10, in addition to other remedies available to the Corporation provided herein, and in add...

Non-compete and Non-disclosure. Seller has represented to Buyer that subsequent to the Closing Date Seller, its divisions, subsidiaries, and affiliates shall not be engaged in the Business. Seller acknowledges this a material inducement to Buyer entering into this Agreement. As an inducement to Buyer to enter into this Agreement, Seller agrees as follows: A. Seller and Seller's subsidiaries, divisions, and any entity over which Seller has control shall not, for five (5) years following the Closing Date, (except as provided herein in Section VI.H), sell or distribute any products which were sold or distributed by the Business during the three (3) year period prior to the Closing Date; provided, however, that Seller may sell or distribute products that it purchases from a vendor from whom the Business being conveyed hereunder also purchases products, as long as the product so purchased by the Seller was not a product sold or distributed by the Business during the three (3) year period prior to the Closing Date. B. Except as contemplated by Section IX.A, Seller shall not invest in, receive commissions, royalties, or fees of any nature from any person or entity engaged in the Business. C. Except as contemplated by Section IX.A, Seller shall not consult with, advise, or counsel any person or entity in the Business. D. Seller shall not provide any information or records pertaining to the Business or of Seller to any other person or entity other than Buyer; provided, however, that the Seller may disclose such information which: (i) is or becomes a matter of public knowledge through no fault of the Seller or its agents or representatives or breach of this Agreement; (ii) is disclosed pursuant applicable law (including required disclosures under the applicable securities laws), court order or governmental order after prior notice to the Buyer; or (iii) is disclosed by the Seller with the Buyer's prior written consent. E. Seller shall not employ any person or entity to whom Buyer offers employment for a period of five (5) years without Buyer's written consent which may be freely withheld. F. Upon breach of any of these covenants by Seller, Buyer shall be entitled to injunctive relief in addition to and not in lieu of any other remedies.

Non-compete and Non-disclosure. To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements (including, without limitation, the Corporation’s Detrimental Conduct Agreements and Proprietary Information and Non-Solicitation Agreements) the Indemnitee may be a party to with the Corporation, or any subsidiary of the Corporation or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.

Non-compete and Non-disclosure. Rockford also desires to secure Executive’s promise not to disclose confidential information and not to compete with Rockford for a reasonable period after any termination of Executive’s employment.

Non-compete and Non-disclosure. During the term of this Agreement and for 4 year(s) after its termination, Distributor, or any agents or Distributors under Distributor's control, shall not compete with ATM, directly or indirectly, for Distributor or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of services the same as or similar to ATM's services within the Territory. Under no circumstances and at no time shall Distributor disclose to any person any of the secrets, methods or systems used by ATM in its business. All customer lists, brochures, reports, and other such information of any nature made available to Distributor by virtue of Distributor's association with ATM shall be held in strict confidence during the term of this Agreement and after its termination. Distributor will cause its employees and agents to execute agreements (each an "Employee Agreement") that they will individually be bound by the provisions of this Section 9, and Distributor will bear the burden of enforcing the Employee Agreements. ATM and its affiliates will be express third party beneficiaries of the Employee Agreements.

Non-compete and Non-disclosure. To indemnify the Covered Person in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Covered Person may be a party to with the Company, or any subsidiary of the Company or any other applicable foreign or domestic corporation, limited liability company, partnership, joint venture, trust or other enterprise, if any.

Non-compete and Non-disclosure. The Non-Compete and Non-Disclosure Agreement executed by the Executive and annexed as Exhibit 2 is incorporated into, and made a part of, this Agreement.