Non-Disclosure and Non-Competition Sample Clauses

Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4 .2.a. While you are performing services for Garan pursuant to this Employment Agreement and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan or your performance under this Employment Agreement.

Non-Disclosure and Non-Competition. The Director shall execute the confidentiality and non-disclosure agreement attached hereto as Appendix A, which is incorporated into this Agreement.

Non-Disclosure and Non-Competition. Executive acknowledges entering into the Non-Disclosure Agreement and the Non-Competition Agreement and hereby reaffirms Executive’s commitments and obligations under the Non-Disclosure Agreement and the Non-Competition Agreement. Nothing in this Agreement is intended to modify, amend, cancel or supersede the Non-Disclosure Agreement or the Non-Competition Agreement in any manner.

Non-Disclosure and Non-Competition. A. The Executive recognizes and acknowledges that he will have access to certain confidential information of the Company, including but not limited to, trade, secrets, customer lists, sales records and other proprietary commercial information, and that such information constitutes valuable, special and unique property of the Company. The Executive agrees that he will not, for any reason or purpose whatsoever, during or after the term of his employment, disclose any such confidential information to any party without the express authorization of the Company, except as necessary in the ordinary course of performing his duties hereunder. B. The Executive agrees that during the term of his employment with the Company and for a period of fifteen (15) months following the termination of his employment, however occurring, the Executive shall not engage in any Competitive Activity. For purpose of this Agreement, "Competitive Activity" shall mean the Executive's participation, without the written consent of the Company, in the management of any business operation of any enterprise if such operation (a "Competitive Operation") engages in substantial and direct competition with any business operation actively conducted by the Company or its subsidiaries. "Competitive Activity" shall not include (i) the mere ownership of securities in any enterprise or (ii) participation in the management of any enterprise or any business operation thereof, other than in connection with a Competitive Operation of such enterprise. Franchising, wholesaling, or retailing products or services other than those made available through the business operations actively conducted by the Company or its subsidiaries shall not be deemed to be a Competitive Activity for purposes of this Section 7.B.

Non-Disclosure and Non-Competition. The Executive recognizes and acknowledges that during the course of his employment with the Company and during the course of his future employment with the Company he has acquired and/or may subsequently acquire privileged and confidential information concerning the Company’s or its affiliates’ current and prospective customers, their methods and ways of doing business, their plans and goals for future activities, and other confidential or proprietary information belonging to the Company or its subsidiaries or relating to the Company’s or its affiliates’ affairs (collectively referred to herein as the “Confidential Information”). The Executive further acknowledges and agrees that the Confidential Information is the property of the Company and that any misappropriation or unauthorized use or disclosure of the Confidential Information would constitute a breach of trust causing irreparable injury to the Company, and it is essential to the protection of the Company and its goodwill and to the maintenance of the Company’s competitive position that the Confidential Information be kept secret and not be disclosed to others or used to the Executive’s own advantage or the advantage of others. Accordingly, the Executive agrees that:

Non-Disclosure and Non-Competition. In order to induce the Buyer to enter into this Agreement, the Seller expressly covenants and agrees that it will not, directly or indirectly (a) disclose or furnish to any person, other than the Buyer or any of its affiliates, any proprietary information of, or confidential information concerning, the Buyer or any affiliate of the Buyer except as required by law and (b) without the express written consent of the Buyer, directly or indirectly, engage in any activity which is, or participate or invest in (other than owning less than ten percent (10%) of the securities of any publicly traded company), or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person which is engaged, wholly or partly, in the design, --, development, , marketing or sale of a Competing Business. For purposes of this Agreement, "Competing Business" shall mean the business of jewelry liquidation for others. Without implied limitation, the foregoing covenant shall include (i) soliciting or attempting to solicit the employment of any officer or employee of the Buyer, or any of its subsidiaries or affiliates for or on behalf of itself, any such competitor or other person, (ii) encouraging any such officer or employee to terminate his or her relationship or employment with the Buyer, or any of its subsidiaries or affiliates for or on behalf of itself, any such competitor or any other person, (iii) soliciting any customer or client of the Buyer, or any of its subsidiaries or affiliates for or on behalf of itself, any such competitor or any other person, and (iv) diverting any customer, client, or business opportunity of the Buyer, or any of its subsidiaries or affiliates to any other person. Additionally, the Seller will not disparage the Buyer or any of its subsidiaries or affiliates or the products or services conducted or offered by the Buyer or any of their subsidiaries or affiliates until the expiration of its other obligations under this Section 6. Notwithstanding the foregoing, if the Buyer is in default pursuant to this Agreement, then the terms of this Section 6.3 shall not be enforceable against Seller.

Non-Disclosure and Non-Competition. Employee acknowledges that the ---------------------------------- successful marketing and development of Diamond Technology's professional services and products requires substantial time and expense. Such efforts utilize and generate valuable confidential and proprietary information, of which Employee will obtain knowledge. As used herein, "Confidential Information" means any information of Diamond Technology that Diamond Technology considers to be proprietary and treats as confidential or information of any third party that Diamond Technology is under an obligation to keep confidential, including, but not limited to, the following: inventions, products, business strategies, plans, proposals, deliverables, prospect and customer lists, methodologies, training materials, computer software, documents, models, source code, designs, know how, techniques, systems, processes, works of authorship, projects, plans, proposals and flow charts, and listings of any or all of the foregoing. All Confidential Information is and shall at all times remain the exclusive property of Diamond Technology. Confidential Information does not include: (i) information that at the time of disclosure is in the public domain through no fault of Employee's; (ii) information received from a third party outside of Diamond Technology that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of Diamond Technology; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed. Employee agrees to undertake the following obligations, which he/she acknowledges to be reasonably designed to protect Diamond Technology's legitimate business interest without unnecessarily or unreasonably restricting Employee's post-employment opportunities:

Non-Disclosure and Non-Competition. (a) The Employee recognizes and acknowledges that he/she will have access to certain confidential information of the Company, including but not limited to, trade secrets, customer lists, sales records, future casino development plans and other proprietary commercial information, and that such information constitutes valuable, special and unique property of the Company. The Employee agrees that he/she will not, for any reason or purpose whatsoever, during or after the term of his/her employment, disclose any of such confidential information to any party without express authorization of the Company, except as necessary in the ordinary course of performing his/her duties hereunder. (b) The Employee agrees with the Company that during the term of his/her employment with the Company (or any affiliate or subsidiary of the Company) and for a period of one (1) year following the termination of his/her employment with the Company (or any affiliate or subsidiary of the Company), he/she will not, without prior written consent of the Company, engage directly or indirectly in any business (either financially or as a shareholder, employee, officer, partner, independent contractor or owner, or in any other capacity calling for the rendition of personal service or acts of management, operation or control) which owns, operates or manages casinos, bingo parlors or other gaming facilities within the Territory (as hereinafter defined); provided, however, that Employee may own up to three percent (3%) of any class of securities of a corporation engaged in such a competitive business if such securities are listed on a national securities exchange or registered under the Securities Exchange Act of 1934. (c) The Employee further agrees that for a period of ninety (90) days following the termination of his/her employment with the Company (or any affiliate or subsidiary of the Company), he/she will not, without prior written consent of the Company, recruit any other Company employees away from the Company. (d) The term "Territory" as used herein shall mean a 150 mile radius of each casino, bingo parlor or gaming facility being operated or managed by the Company or for which the Company has either received a local community endorsement or filed for a gaming license as of the date of termination.

Non-Disclosure and Non-Competition. Employee has executed a Nondisclosure Agreement of the Company attached hereto as Exhibit 1. In addition, during the Term and for a further period of one year thereafter, Employee shall not participate, without the written consent of the Company, in the management or control of, or act as an employee or officer of, any business operation which engages in any activity which is primarily engaged in or competes significantly with the material telecommunications businesses conducted by the Company and High Rise Electric or any of its Affiliates (the "Companies"). Such covenant shall apply within all territories in which the Companies are actively engaged in business or are actively soliciting business. The parties agree that if any portion of this Paragraph 8 shall be deemed by any court or agency to be unreasonable and/or unenforceable, then it shall be modified to the extent necessary to make it enforceable by such court or agency.