Covenant Not to Compete Etc Sample Clauses

A Covenant Not to Compete, also known as a non-compete clause, restricts one party—typically an employee or seller of a business—from engaging in similar business activities that compete with the other party for a specified period and within a defined geographic area. This clause may prohibit the restricted party from working for competitors, starting a competing business, or soliciting clients or employees from the original business. Its core practical function is to protect the legitimate business interests of the party seeking the restriction, such as trade secrets, customer relationships, and market position, by preventing unfair competition after the relationship ends.
POPULAR SAMPLE Copied 1 times
Covenant Not to Compete Etc 
View SourceView Similar (10)
Covenant Not to Compete Etc. (a) At all times during your employment with a Company Entity and for the longer of one year or the balance of the Term thereafter, you will not, and you will cause your affiliates not to, directly or indirectly, in the United States of America, in any of its territories and possessions, or anywhere else in the world, engage or participate in, or render services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise), except on behalf of a Company Entity, any zinc or aluminum die-casting business or any other business of a type conducted by the Company, Dynacast or any of its or their subsidiaries (collectively, “Company Entities”) as of the date of this Agreement or at any time during the Term (a “Competing Business”). If, at any time, the provisions of this Section 6(a) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(a) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and you agree that this Section 6(a) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. (b) At all times during your employment with a Company Entity and for three years thereafter, you will not, and you will cause your affiliates not to, directly or indirectly, (i) solicit for employment or recruit, (ii) employ or hire, either as an employee or a consultant, any employee, consultant or independent contractor of the Company or any of its Affiliates who was an employee, consultant or independent contractor of the Company or any of its Affiliates at any time within the 12 months preceding such action, or (iii) solicit any customer or other person with a business relationship with the Company or any of its Affiliates to terminate, curtail or otherwise limit such business relationship; provided, however, that a general advertisement not specifically targeted at service providers of the Company or any of its Affiliates shall not constitute a violation of clause (i) of this Section 6(b). (c) At all times during your employment with a Company Entity and thereafter, you shall, and you shall cause your affiliates to, keep confidential and not disclose to any Person or use...
View SourceView Similar (3)
Covenant Not to Compete Etc. (a) At all times during the Term and for a period of one year thereafter, you will not, and you will cause your Affiliates not to, directly or indirectly, engage or participate in, or render services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise) any business competitive with the business as conducted by the Company or any of its subsidiaries (collectively, “Company Entities”), included without limitation, the oil and gas exploration and development business within the counties of the states in which the Company is active , as of the date of this Agreement or at any time during the Term in the states where the Company currently has operations (a “Competing Business”). For the purposes of the foregoing, you will not be in breach of this Section 6(a) by reason of your ownership, together with that of your Affiliates, of two percent or less of a Competing Business’ voting capital stock if (i) such Competing Business is publicly traded and (ii) you and your Affiliates do not control the operation or management of such Competing Business. (b) At all times during the Term and for a period of one year thereafter, you will not, and you will cause your Affiliates not to, directly or indirectly, solicit for employment, recruit or hire, either as an employee or a consultant, any employee, consultant or independent contractor of the Company or any Affiliate who was an employee, consultant or independent contractor of the Company or any Affiliate as of the date of this Agreement or at any time during the Term. (c) At all times during the Term and thereafter, you shall, and you shall cause your Affiliates to, keep confidential and not disclose to any other person or use for the benefit of any other person any information, technology, know-how, trade secrets, product formulas, industrial designs, franchises, inventions or other industrial and intellectual property in your possession or control regarding the Company or any Affiliate or any of their respective (a) businesses (unless and to the extent compelled to disclose by judicial or administrative process). Your obligations under this Section 6(c) shall not apply to information that (i) is obtained from public information, (ii) is received from a third party not, to your knowledge, subject to any obligation of confidentiality with respect to such information, or (iii) is or becomes known to the public, other than through a breach of this Agre...
View SourceView Similar (3)
Covenant Not to Compete Etc. The Invention, Non-Disclosure and Non- ----------------------------- Compete Agreements shall have been duly executed and delivered and have not been revoked, rescinded or modified.
View SourceView Similar (2)
Covenant Not to Compete Etc. (a) The Company and the Willtek Group understand and acknowledge that the provisions of Section 5.4 and this Section 5.5 are necessary to protect the goodwill and the legitimate business interests of the Business, are fair and reasonable and are an essential prerequisite and inducement to the Buyers and Parent to enter into this Agreement and to consummate the transactions contemplated herein.
View SourceView Similar (2)
Covenant Not to Compete Etc. Each of the parties to this Agreement agree that the terms and conditions in the Restraint of Trade Agreement dated as of November 7, 2003, by and among Newshelf 713 (Proprietary) Limited ("Newshelf"), Net 1 UEPS Technologies, Inc. and Executive, a copy of which is attached hereto as Exhibit C (the "Restraint of Trade Agreement") shall continue to apply and be in force following the Separation Date through May 31, 2021 (the "ROTA Termination Date"). pursuant to the terms of such agreement; on and after the ROTA Termination Date, the Restraint of Trade Agreement is hereby deemed null and void and of no further force or effect. Notwithstanding the foregoing, the Company agrees that Executive may participate or otherwise be involved, as an investor or otherwise, in an acquisition from the Company of any one or more of the businesses identified on Exhibit D (the "Ceevo Group") or any other business venture involving the Ceevo Group and the operation thereafter, and that to the extent that such participation or involvement would contravene the Restraint of Trade Agreement while in effect, the Company Parties hereby waive compliance therewith. Without limiting the generality of the forgoing, any waiver granted under this Section 6.2 and/or waiver of the Restraint of Trade Agreement as provided in this Section 6.2 (collectively, the "ROTA Waiver") is hereby also deemed a waiver of Section 6.1 and Section 7 of this Agreement to the extent such sections may apply with respect to the Ceevo Group. Furthermore, the Company hereby agrees that Executive's ongoing directorship with Finbond does not constitute a breach of the Restraint of Trade Agreement nor of any other provision of this Agreement, the applicability of which to such directorship is hereby waived by the Company.
View Source

Related to Covenant Not to Compete Etc

  • Covenant Not to Compete (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non- Competition Area"); and (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (A) the banking or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment, in the case of a voluntary termination without Good Reason; or (iii) in all other cases, the date of Executive's termination of employment.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

  • Agreement Not to Compete (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

  • Covenant Not to S▇▇ The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.