Non-Compete; Confidentiality Sample Clauses

Non-Compete; Confidentiality a) During the term of employment of Employee, and for a period of one year ("Prohibition Period") after any Termination (other than in the event of a Termination/Change in Control) of such relationship or employment for any other reason (either by Employee or Radica or Radica USA), with or without cause, voluntarily or involuntarily, Employee agrees that he will not engage in, be employed by or become affiliated with, in the United States of America or anywhere else in the world, directly or indirectly, any person or entity which offers, develops, performs or is engaged in services, products or systems which are competitive with the business of Radica Group or any other products, services or systems hereafter developed, produced or offered by Radica Group ("Companies' Business"). During the Prohibition Period, Employee shall not, directly or indirectly, become an owner or member, to the extent of an ownership interest of five percent (5%) or more, of a joint venture, partnership, corporation or other entity, or a consultant, employee, agent, officer or director of a corporation, joint venture, partnership or other entity, which is competitive with, directly or indirectly, the Companies' Business. b) [RESERVED.] c) Employee understands and agrees that he has been exposed to (or had access to), and may be further exposed to (or have access to), confidential information, knowhow, knowledge, data, techniques, computer software and hardware, and trade secrets of Radica Group or related to the Companies' Business, including, without limitation, customer or supplier requirements, notes, drawings, writings, designs, plans, specifications, records, charts, methods, procedures, systems, price lists, financial data, records, and customer or supplier lists (collectively "Confidential Information"). Accordingly, except as permitted or required in the performance of his duties for Radica Group, Employee agrees not to disclose, divulge, make public, utilize, communicate or use, whether for his own benefit or for the benefit of others, either directly or indirectly, any Confidential Information relating to the Companies's Business unless specifically authorized in writing by Radica or Radica USA to do so. d) Employee shall promptly communicate and disclose to Radica Group all information, inventions, improvements, discoveries, knowhow, methods, techniques, processes, observations and data ("Proprietary Information") obtained, developed, invented or otherwise discovered by...

Non-Compete; Confidentiality. (a) The Executive agrees that during the three-year period following consummation of the Merger the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in the State of Connecticut (a "Competing Business"), provided, however, that this provision shall not prohibit the Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of Banknorth or any of its subsidiaries to leave the employment of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of Banknorth or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with Banknorth or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between Banknorth or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Executive shall keep secret and confidential and shall not disclose to any third party (other than the Company, Banknorth or any of their respective subsidiaries) in any fashion or for any purpose whatsoever any information regarding the Company, Banknorth or any of their respective subsidiaries which is not available to the general public to which the Executive had access at any time during the course of the Executive's employment by the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Executive agrees that damages at law will be an insufficient remedy to Banknorth in the event that t...

Non-Compete; Confidentiality. (a) You agree that while you are employed by the Company, you will not directly or indirectly, whether as owner, partner, officer, employee, agent or consultant, engage in or be employed in any way by any business engaged in the design, manufacture, marketing or servicing of products which constituted 10% or more of the annual sales of the Company provided, however, that in no event shall this Section 5 preclude you from owning less than 5% of the outstanding voting stock of any publicly-traded corporation. (b) You 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, which shall have been obtained by you during your employment by the Company and which shall not be public knowledge. While employed by the Company and for three years from the Date of Termination, if you are receiving or have received payments under Section 3(c), you shall not, without prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; except the foregoing prohibition shall not apply to the extent such information, knowledge or data (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available thereafter other than by any means in violation of this Agreement, or (c) is required to be disclosed by you as a matter of law or pursuant to any court or regulatory order. (c) You hereby acknowledge and agree that your obligations under this Section 5 are of a special, unique and extraordinary character and that a failure to perform any such obligation or a violation thereof may cause irreparable injury to the Company, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, you agree that the Company shall be entitled, as a matter of course, to an injunction, restraining order, writ of mandamus or other equitable relief from any court of competent jurisdiction, including relief in the form of specific performance, restraining any violation or threatened violation of any term of this Section 5, or requiring compliance with or performance of any obligation under this Section 5 by you and such other persons as the court shall order. The rights and remedies provided the Company hereunder are cumulative and shall be in addition to the rights...

Non-Compete; Confidentiality. 6.1 During the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, except as modified by Sections 5.2(a), 5.2(b), 5.2(d) and 5.4(b) and 5.4(c)) and for a period of one (1) year after the expiration thereof, Executive will not, directly or indirectly, including through an Affiliate (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act), engage in the population health management and disease management industry in the same manner in which the Company or I-trax is engaged in such industry on the date hereof (the "Business") in the United States. For purposes of this Section 6, each of the following activities, without limitation, shall be deemed to constitute conducting the Business: engaging in, working with, maintaining an interest in (other than interests of less than 5% in companies with securities traded either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or traded over-the-counter and quoted on the Bulletin Board and/or any interest in I-trax), advising for a fee or other consideration, managing, operating, lending money to (other than loans by commercial banks), guaranteeing the debts or obligations of, or permitting one's name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or any other form of business organization, unincorporated organization or governmental entity (or any department, agency or subdivision thereof) (each, a "Person"), whether as principal, director, agent, shareholder, partner, employee, consultant, independent contractor or in any other manner whatsoever, any Person in the Business. 6.2 Executive also covenants and agrees that, during the Original Term and any Additional Term (regardless whether the Original Term or any Additional Term are terminated pursuant to Sections 4.2 and 4.4 above prior to the scheduled expiration [i.e., the date to which such term would have continued if there had been no acceleration of the end of such term] of the relevant period, e...

Non-Compete; Confidentiality. (a) For a period of two years following the Closing Date, DEFS agrees, for itself and for its Affiliates, and their respective successors or assigns (collectively, the "DEFS Companies") that the DEFS Companies will not, directly or indirectly, compete with BUYER or its Affiliates by (i) acquiring transportation capacity on the AIM System, (ii) selling natural gas to any facility served, previously served by or connected to the AIM System at the Effective Time, or (iii) purchasing natural gas produced from any production facilities connected to the AIM System at the Effective Time. DEFS, for itself and each of the DEFS Companies, acknowledges that the restrictions contained in this Section 12.14 are reasonable and necessary to protect the legitimate interests of BUYER and its Affiliates, and that BUYER would not have entered into this Agreement in the absence of such restrictions. DEFS, for itself and each of the DEFS Companies, also acknowledges that any breach of Section 12.14 will cause continuing and irreparable injury to BUYER for which monetary damages would not be an adequate remedy. In the event of such breach by any of the DEFS Companies, BUYER shall have the right to enforce the provisions of this Section 12.14 by seeking injunctive or other equitable relief in any court, and this Agreement shall not in any way limit remedies of equity available to BUYER. In the event that the provisions of this Section 12.14 should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable Law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable Law. Notwithstanding the foregoing, the restrictions contained in this Section 12.14(a) shall not apply (i) following the acquisition of DEFS or substantially all of its assets by a Third Person, or the merger or consolidation of DEFS with a Third Person other than the Persons owning DEFS as of the date hereof, or (ii) if DEFS acquires directly or indirectly assets capable of being served by the AIM System or which include capacity on the AIM System as part of a transaction having a total value in excess of $200,000,000. (b) Effective at Closing, the Confidentiality Agreement is terminated, and DEFS will assign to BUYER the benefit of and the right to enforce any other confidentiality agreement entered into by DEFS or any of its Affiliates related to the sale or ...

Non-Compete; Confidentiality. 4.1 Executive hereby covenants and agrees that during the Severance Period s/he shall not, directly or indirectly, own, operate, manage, join, control, participate in the ownership, management, operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as an employee, consultant, director, officer, shareholder, partner, agent, associate, principal, representative or in any other capacity, any business entity or activity which is directly or indirectly a "Competitive Business"; provided, however, that the foregoing shall not prevent Executive from (a) performing services for a Competitive Business if such Competitive Business is also engaged in other lines of business and if Executive's services are restricted to such other lines of business; or (b) acquiring the securities of or an interest in any Competitive Business, provided such ownership of securities or interests represents at the time of such acquisition, but including any previously held ownership interests, less than two percent (2%) of any class or type of securities of, or interest in, such Competitive Business. 4.2 Executive agrees that s/he will forever keep secret, confidential and inviolate, will not disclose during his/her employment by ENTEX and will not disclose or use at any time after termination of employment with ENTEX, any proprietary or confidential information or business secret of ENTEX including, without limitation, those relating to: a) the business, conduct, or operations of ENTEX, or of any of its suppliers, customers, consultants, or licensees; b) any

Non-Compete; Confidentiality. 1. If any Party is required to reveal to the other Party, certain confidential, proprietary and/ or trade secret information concerning its business, operations, features and/ or services for the purpose and performance of this Agreement in whatever form provided, which is “Confidential Information”, the receiving party acknowledges that the same shall always remain the property of the party making disclosure of the confidential information. 2. The Parties hereby undertake to keep and treat all confidential information as ‘Secret’ and ‘Confidential’ in perpetuity and will not, without the prior written consent of the other party, directly or indirectly, communicate or disclose (whether in writing or orally or in any other manner) the confidential information to any other person other than in accordance with the terms of this Agreement. The foregoing shall not apply to the extent that (a) The Candidate needs to have or disclose (or have and disclose) confidential information of the Principal to any affiliate, sub-contractor, agent or employee of the Principal in order to fulfil its obligations, or to exercise its rights under this Agreement or to receive any benefits (b) any other confidential information embodied in or otherwise incorporated in to any services. 3. The Parties hereby agrees that the restrictions set out herein shall not apply to confidential information of a party, which is or becomes, through no fault of the other Party information available in the public domain. 4. The Parties shall not use or refer to this Agreement or any element thereof or any representation thereof in any manner derogatory to the interests of the Parties.

Non-Compete; Confidentiality. ▇▇▇▇ represents and warrants that during the Term and in the Territory, neither ▇▇▇▇ nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by ▇▇▇▇ of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same. ▇▇▇▇ will execute a non-disclosure and confidentiality agreement in a form mutually acceptable to each of ▇▇▇▇ and Naked.

Non-Compete; Confidentiality. (a) During the Term hereof and for a period of two years after the Date of Termination or expiration of the Term of this Agreement, Executive shall not either on his own account, as a partner, joint venturer, employee, agent, salesman, officer, director or stockholder of a corporation (other than a beneficial holder of not more than two percent (2%) of the outstanding voting stock of a company having at least five hundred (500) holders of voting or economic interests) or otherwise, directly or indirectly enter into or engage in any business competitive with the business of the Company as such business exists on the date hereof (a “Competitive Business”) within any area where such business has been conducted prior to the date of termination. Notwithstanding the foregoing or anything in any other agreement (written or oral) between the parties to the contrary, if Executive’s employment is terminated by the Company other than for Cause, by Executive for Good Reason, or if this Agreement is terminated by reason of the Company’s notice of non-renewal, then Executive shall only be subject to the non-compete covenants set forth in this Section 12(a) for as long as the Company pays to Executive the salary and benefits set forth in this Agreement. (b) Except as provided in the next two sentences, Executive covenants and agrees that all information, knowledge or data of or pertaining to the Company or any of its Affiliates, or pertaining to any other Person with which they or any of them may do business during the Term and which is not generally known in the relevant trade or industry (and whether relating to methods, merchandising, processes, techniques, discoveries, pricing, sales practices, marketing or any other proprietary matters) (the “Company Information”) shall be kept secret and confidential at all times during and after the termination or expiration of this Agreement and shall not be used or divulged by him outside the scope of his employment as contemplated by this Agreement, except as the Parent may otherwise expressly authorize. In the event that Executive is requested in a judicial, administrative or governmental proceeding to disclose any of the Company Information, Executive will promptly so notify the Company so that the Company may seek a protective order at the Company’s expense or other appropriate remedy and/or waive compliance with this Agreement. If such protective order or other remedy is not obtained or the Company waives compliance with th...