Protectable Interests Clause Samples

The Protectable Interests clause defines the specific business interests or assets that a party seeks to safeguard through the agreement, such as confidential information, trade secrets, customer relationships, or proprietary technology. In practice, this clause outlines what constitutes a legitimate interest worthy of protection, often serving as the basis for enforcing restrictive covenants like non-compete or non-solicitation provisions. Its core function is to clearly identify and justify the interests that warrant legal protection, thereby supporting the enforceability of related contractual restrictions and preventing overbroad or unjustified limitations on the other party.
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Protectable Interests. The Company is in the business of developing, producing and commercializing products related to human joint replacement and soft tissue repair, a worldwide and highly competitive business. The Company has expended considerable time, effort and resources in the development of its trade secrets, confidential information, customer goodwill, and in recruiting and training its workforce. The success of the Company is dependent in large measure on the preservation of its trade secrets, confidential information, customer goodwill, and workforce. Executive has been and will be performing services for the Company in a confidential capacity and has acquired and will continue to acquire knowledge about the Company’s valuable confidential information, trade secrets, customers and its workforce. Executive recognizes the importance to the Company of protecting these assets. Therefore, the Company requires Executive to agree, as an indispensable part of this Agreement, to reasonable restrictions on Executive’s activities during the term of his engagement and for a reasonable period of time after the conclusion of this engagement and Executive hereby does agree to these restrictions.
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Protectable Interests. (a) The Shareholders acknowledge and agree that the transactions contemplated by this Agreement will cause the transfer to Acquisition the historic business of the Company as a going concern. In acquiring the Company as a going concern, Acquisition will acquire the goodwill established by the Company including the goodwill associated with trade names and product reputations. (b) After the Effective Time, Acquisition intends to continue substantial relationships developed by the Company and the Shareholders with specific customers. (c) The Shareholders acknowledge and agree that, after the Effective Time, Acquisition shall transfer the assets of the historic business of the Company to itself in a liquidation of the Company, a reorganization of the Company described in Section 368(a)(1) of the Code or another form of transfer. (d) The Shareholders know certain trade secrets of the Company as defined in Section 688.002(4), Fla. Stat., and valuable confidential business information that does not qualify as a trade secret in the operation of the Company's business. (e) The Shareholders further acknowledge and agree that the provisions of this Article X are intended and shall be within the scope of Section 542.335, Fla. Stat., and shall be in addition to any restrictive covenants contained in any employment agreements between the Shareholders and Acquisition. (f) The Shareholders acknowledge and agree that the Purchase Price was agreed to by Acquisition in reliance upon the Shareholders agreeing to and abiding by the provisions of this Article X. (g) The Shareholders acknowledge and agree that the market for the business of the Company is world-wide and that prohibiting the Shareholders from competing with Acquisition or the Company is necessary to protect the investment made by Acquisition in Company Stock.
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Protectable Interests. In addition to other business activities, the Virbac Group is engaged in the private label and contract manufacturing of (1) companion and livestock animal health products, and (2) home, lawn and garden products in North America. Among other duties, the Employee shall be responsible for direct and coordinate all business development activities to obtain optimum efficiency and economy of operations, and maximize profits; plan and develop Virbac’s policies and goals through his subordinate administrative personnel; direct and coordinate, and enhancing the Virbac Group’s good-will and business relationships with customers, all for the benefit of the Virbac Group; and the Employee acknowledges that due to the nature of his/her employment, he/she will have special access to, contact with confidential, proprietary and trade secret information relating to the Virbac Group’s business operations and that of the Virbac Group’s customers and prospective customers. The Employee also acknowledges that the Virbac Group has incurred considerable expense and will invest considerable time and resources in developing and maintaining its confidential, proprietary and trade secret information, and its relationships with customers, and that such information and relationships are critical to the success of the Virbac Group’s business. In addition, any attempt on the part of the Employee to induce others to leave the Virbac Group’s employ, or any efforts by the Employee to interfere with the Virbac Group’s relationships with other employees, also would be harmful and damaging to the Virbac Group’s business.
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Protectable Interests. In addition to other business activities, the Virbac Group is engaged in the private label and contract manufacturing of (1) companion and livestock animal health products, and (2) home, lawn and garden products in North America. Among other duties, the Employee shall be responsible for directing the industrial operations of Virbac Corporation’s industrial facilities in the U.S., directing and supervising corporate departments including manufacturing, warehouse, distribution, and quality control at Virbac’s industrial sites, and will supervise and manage budget preparation and compliance, and enhancing the Virbac Group’s good-will and business relationships with customers, all for the benefit of the Virbac Group; and the Employee acknowledges that due to the nature of his/her employment, s/he will have special access to, contact with confidential, proprietary and trade secret information relating to the Virbac Group’s business operations and that of the Virbac Group’s customers and prospective customers. The Employee also acknowledges that the Virbac Group has incurred considerable expense and will invest considerable time and resources in developing and maintaining its confidential, proprietary and trade secret information, and its relationships with customers, and that such information and relationships are critical to the success of the Virbac Group’s business. In addition, any attempt on the part of the Employee to induce others to leave the Virbac Group’s employ, or any efforts by the Employee to interfere with the Virbac Group’s relationships with other employees, also would be harmful and damaging to the Virbac Group’s business.
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Protectable Interests. The Executive acknowledges and agrees that (i) complying with the restrictions contained in this Agreement will not prevent the Executive from earning a living, and (ii) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Company’s legitimate business interests (including, without limitation, relationships with customers and clients, goodwill, the protection of trade secrets and other Confidential Information, protection from unfair competition, and other protectable interests).
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Protectable Interests. Employee acknowledges and agrees that (1) complying with the restrictions contained in this Agreement will not prevent Employee from earning a living, and (2) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Company's valid interests (including, without limitation, relationships with customers, goodwill, the protection of trade secrets and other Confidential and Proprietary Information, protection from unfair competition, and other protectable interests).
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Protectable Interests. You agree that as a top executive, you had full access to confidential information with regard to the operational, financial, business or other affairs of Company or its groups, subsidiaries, divisions, or parent companies including, without limitation, proprietary trade “know how” and secrets, financial information and models, customer base access and information, research and development, business, marketing, sales and acquisition plans, identity and qualifications of Company’s employees, sources of supply, pricing policies, proprietary operational methods, product specifications or technical processes. You further acknowledge and agree that the Company’s success is largely attributable to the ownership, use and development of this confidential information.
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Related to Protectable Interests

  • Permissible Interests Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”).

  • Interests All of the following shall be referred to in this Agreement collectively as the "Interests" and individually as an "Interest": (a) The oil, gas and mineral leases in the states and counties described on Exhibit "A" attached hereto (collectively, the "Leases"), including, without limitation, working interests, overriding royalty interests, royalty interests and any other interests of a similar nature affecting the lands covered by the Leases (collectively, the "Lands"). (b) The oil and gas ▇▇▇▇▇ described on Exhibit "A" (individually, a "Well," and collectively, the "▇▇▇▇▇"), together with all oil, natural gas, casinghead gas, drip gasoline, natural gas liquids, condensate and other minerals produced from such ▇▇▇▇▇. (c) All unitization, communitization, pooling, agreements, working interest units created by operating agreements, partnership agreements and orders covering the Leases and Lands, or any portion thereof, and the units and pooled or communitized areas created thereby (collectively, the "Units"). (d) The tangible personal property, tools, machinery, materials, pipelines, plants, gathering systems, equipment, platforms and facilities, fixtures and improvements, which are directly incident or attributable to or underlie the Leases, Lands, ▇▇▇▇▇ or Units with the production, transportation, treatment, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto, (collectively, the "Equipment"). (e) The general and limited partnership interests in Castle Texas Exploration Limited Partnership ("CTELP") and Castle Texas Oil and Gas Limited Partnership ("CTOGLP") (collectively the "Limited Partnerships") described on Exhibit "A" attached hereto, including, without limitation, all Leases, Lands, ▇▇▇▇▇ (together with all oil, natural gas, casinghead gas, drip gasoline, natural gas liquids, condensate and other minerals produced from such ▇▇▇▇▇), Units, and/or Equipment owned by the Limited Partnerships. (f) The licenses, permits, contracts, agreements and other instruments owned by Sellers (other than bonds posted by Sellers) which concern and relate to any of the Leases, Lands, ▇▇▇▇▇, Units and/or Equipment, INSOFAR AND ONLY INSOFAR as same concern or relate to the Leases, Lands, ▇▇▇▇▇, Units and/or Equipment, or the operation thereof; including, without limitation, oil, gas and condensate purchase and sale contracts; permits; rights-of-way; easements; licenses; servitudes; estates; surface leases; farmin and farmout agreements; division orders and transfer orders; bottomhole agreements; dry hole agreements; area-of-mutual interest agreements; salt water disposal agreements; acreage contribution agreements; operating agreements; balancing agreements and unit agreements; pooling agreements; pooling orders; communitization agreements; processing, gathering, compression and transportation agreements; facilities or equipment leases relating thereto or used or held for use in connection with the ownership or operation thereof or with the production, treatment, sale or disposal of hydrocarbons; and all other contracts and agreements related to the Leases, Lands, ▇▇▇▇▇ and/or Equipment. (g) Subject to Section 1.3 below, originals or copies of all computer tapes and discs, files, records, information or data relating to the Interests in the possession of Sellers, including, without limitation, title records (including abstracts of title, title opinions, certificate of title and title curative documents), production records and files, contracts, correspondence, production records, electric logs, core data, pressure data, decline curves, graphical production curves, drilling reports, well completion reports, drill stem test charts and reports, regulatory reports, and all related materials, INSOFAR AND ONLY INSOFAR as the foregoing items constitute materials that may be lawfully conveyed to Buyers (i.e., the materials are not subject to a proprietary agreement precluding their transfer to Buyers), and, to the extent transferable, all other contract rights, intangible rights (excluding Sellers' trademarks and service marks), inchoate rights, choses in action, rights under warranties made by prior owners, manufacturers, vendors or other third parties, and rights accruing under applicable statutes of limitation or prescription, attributable to the Interests. (h) All payments, and all rights to receive payments, with respect to the ownership of the production of hydrocarbons from or the conduct of operations on the Interests accruing after the Effective Time.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

  • Permissible Interest Subject to and in accordance with the Trust’s Declaration of Trust and Bylaws and corresponding governing documents of Portfolio Manager, Trustees, officers, agents and shareholders of the Trust may have an interest in the Portfolio Manager as officers, directors, agents and/or shareholders or otherwise. Portfolio Manager may have similar interests in the Trust. The effect of any such interrelationships shall be governed by said governing documents and the provisions of the Investment Company Act.