Non Solicitation and Confidentiality Clause Samples
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Non Solicitation and Confidentiality. (a) Each Investor agrees that, for a period of three (3) years after the Closing Date, such Investor shall not (and it shall cause its controlled Affiliates not to), either directly or indirectly, solicit for employment or hire any Business Employees or attempt to induce any such person to terminate his or her employment or other service providing relationship with the Buyer or any Affiliate thereof; provided, however, that this Section 1(a) shall not restrict the activities of any portfolio company of such Investor unless any such portfolio company has been provided Confidential Information by or on behalf of such Investor. Such Investor agrees that if it violates the provisions of this Section 1(a), it will continue to be held by the restrictions set forth in this Section 1(a) until an aggregate period equal to the period of restriction has expired without any violation.
(b) Each Investor agrees that, from and after the Closing, such Investor shall not (and it shall cause its controlled Affiliates not to), either directly or indirectly, disclose or make use of any knowledge, information or documents concerning the Acquired Assets or the Business (including the financial information, technical information or data relating to Seller’s products or services and names of customers of Seller and the existence or terms of the Purchase Agreement or any other Transaction Document or any information regarding the negotiation hereof or thereof) (“Confidential Information”), except to the extent that such knowledge, information or documents (i) shall have become generally known to the public other than through disclosure by any Investor or an Affiliate thereof or (ii) is required to be disclosed by Law or any Governmental Authority; provided that, to the extent reasonably practicable, such Investor shall consult in advance with (and take into account the reasonable requests of) Buyer on the proposed form, timing, content and purpose of the disclosure; provided that nothing shall prohibit or otherwise limit such Investor or any of its affiliated investment funds, management companies or general partners or any of their respective Representatives from disclosing any confidential or nonpublic information related to the investment in Seller by such Investor or any of its affiliated investment funds, management companies or general partners or any of their respective Representatives, Seller’s pre-Closing summary financial performance, the return on investment realized by...
Non Solicitation and Confidentiality. (a) In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period beginning on the date hereof and ending 18 months following the termination of Employee’s employment with the Company for any reason whatsoever, Employee directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not (i) solicit or hire any employee of the Company who was an employee of the Company at any time within the thirty (30) day period prior to the date of the termination of Employee’s employment; or (ii) interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise existing as of the date of the termination of Employee’s employment.
(b) Employee further agrees that during the period beginning on the date hereof and ending 18 months following the termination of his or her employment, he will not voluntarily at any time, directly or indirectly, communicate, furnish, divulge or disclose to any individual, firm, association, partnership or corporation any knowledge or information (collectively, the “Information”) with respect to any matters concerning or relating to the business of the Company, including but not limited to, copies or originals of any information supplied to the Company. The foregoing restrictions with respect to the Information shall not apply to any Information which (i) on the date hereof or thereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) becomes available to such party on a non-confidential basis from a source other than the other party or its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is disclosed pursuant to any legal requirement or in connection with any legal process.
(c) Employee agrees and acknowledges that the violation of the covenants in this paragraph 7 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Employee represents that enforcement of a remedy by way of injunction will not prevent ...
Non Solicitation and Confidentiality. (a) During the Employment Period and for one year thereafter (the “Restricted Period”), Executive shall not directly or indirectly through another person or entity use the Company’s trade secrets or the Company’s confidential information to (i) induce, solicit, encourage or attempt to induce, solicit or encourage any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company).
(b) Executive agrees that during the Employment Period and thereafter, Executive will not directly or indirectly disclose or appropriate to Executive’s own use, or the use of any third party, any trade secret or confidential information concerning the Company or its subsidiaries or affiliates (collectively, the “Rentech Group”) or their businesses, whether or not developed by Executive, except as it is required in connection with Executive’s services rendered for the Company. Executive further agrees that, upon termination of his or her employment, Executive will not receive or remove from the files or offices of the Rentech Group any originals or copies of documents or other materials maintained in the ordinary course of business of the Rentech Group, and that Executive will return any such documents or materials otherwise in Executive’s possession. Executive further agrees that, upon termination of his or her employment, Executive will maintain in strict confidence the projects in which any member of the Rentech Group is involved or contemplating.
(c) If, at the time of enforcement of this Section 3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknow...
Non Solicitation and Confidentiality. 15.1 Unless mutually agreed, during the term of this Agreement and, for any individual employee, for six months following resignation of such employee, neither party shall solicit any employees of the other party used by the original employing party in the performance of the Services or additional Services, without the prior written consent of the original employer. The original employer shall be entitled, in addition to any other remedies it may have at law or in equity, to a payment from the hiring party in an amount equal to one year’s salary of any employee the hiring party solicits in violation of this Section.
15.2 For purposes of this Section 15, “Owner” means the party disclosing Confidential Information and Trade Secrets (“Proprietary Information”), whether such party is TRX or WORLDTRAVEL and “Recipient” is the party receiving Proprietary Information, whether such party is TRX or WORLDTRAVEL.
Non Solicitation and Confidentiality. As a condition to continued employment, the Executive shall execute the Non-Solicitation and Confidentiality Agreement attached hereto as Exhibit C (the “Restrictive Covenants”). Any breach (or threatened breach) by the Executive of his obligations under the Restrictive Covenants, as determined by the Board in its reasonable discretion, shall constitute a material breach of this Agreement.
Non Solicitation and Confidentiality. (a) If Younger's employment with the Company is terminated for any reason that entitles him to receive severance benefits pursuant to Section 9 of this Agreement, and he elects to receive the Non-Solicitation Payment, then for a period of twenty-four (24) months immediately following his last day of active service, Younger shall comply with the requirements of this Section 12.
Non Solicitation and Confidentiality. The Employee covenants and agrees with the Company as follows:
Non Solicitation and Confidentiality. Upon termination of employment for any reason, the Employee agrees that for a period of one (1) year following such termination, the Employee will not, directly or indirectly, solicit the employment of or offer employment to or induce or attempt to induce the termination of any other person employed by the Company or any of its affiliates, whether on behalf of the Employee or any third person or entity. The Employee will not disclose during or following the period of his employment with the Company any Confidential Information or Trade Secrets regarding the Company, its affiliates, customers or employees acquired by the Employee during the period of his employment to any person, partnership, corporation, firm, association or other entity, provided that this obligation shall not apply where disclosure is compelled by judicial process. Upon termination of this Agreement, the Employee shall return all documents, correspondence, work papers, manuals, reports, lists, records, data, books, computer disks, printouts, or materials of or pertaining to the Company, its subsidiaries or affiliates without regard to the format in which it has been maintained in his possession or control.
Non Solicitation and Confidentiality. 1.1. The Contractor agrees that it will not, by itself or through any of its servants or agents seek, or encourage or allow any other person, to any extent, to solicit or procure any of the Client’s [clients/customers] away from the Client’s business, either to its own business or to that ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ (‘ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 2 ), ■ ■ ■ ■
1. 2. for the period of [12] months following termination of the Contract [ ■ ■ / ■ ■ ■ ■ ] ■ ■ ■ ■ .
1.3. The Contractor agrees to keep safe all information about the Client’s business without limit (‘ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Non Solicitation and Confidentiality. 8.1 During the term of this Agreement and for any individual employee, for six months following termination or resignation of such employee, neither party shall employ, solicit or make any offers to employ any employees of the other party used by the original employing party in the performance of the Services or Additional Services, without the prior written consent of the original employer. The original employer shall be entitled, in addition to any other remedies it may have at law or in equity, to a payment from the hiring party in an amount equal to one year's salary of any employee the hiring party employs, solicits or offers to employ in violation of this Section.
8.2 During the course of this Agreement the parties may come into possession of technology, computer software, documentation, trade secrets, products, copyrights or other confidential and proprietary information ("Confidential Information") of the other. Each party agrees to refrain from distributing, copying, disclosing or disseminating in any form the Confidential Information of the other party to any person or entity except to those employees or agent who have a need to know and who are obligated to maintain the confidentiality of such Confidential Information. Neither party shall use the Confidential Information of the other for any purpose other than that for which it was disclosed. All Confidential Information of a party shall remain the property of that party and will be promptly returned upon request or at the termination of this Agreement. Each party's obligation with respect to the Confidential Information of the other party shall expire three (3) years after the termination of this Agreement.
8.3 During the term of this Agreement, WTT will not sell or license any services or Products licensed under this Agreement directly to WTP's Customers receiving travel management services without giving notice to WTP, requesting sales assistance, and sharing any profits received from such sale or license with WTP as outlined below.
(a) For any accounts won by WTT that WTT and WTP jointly solicited and on which WTP provides sales assistance, WTT and WTP shall share the profits equally on a quarterly basis, after first deducting amortization, start-up and implementation costs.
(b) For any accounts won by WTT that WTP did not provide assistance in soliciting, WTT shall keep all profits.
(c) For WTP clients, should a client or vendor request that WTP be omitted from the processing of travel tran...