Common use of Covenants Not to Compete and Not to Solicit Clause in Contracts

Covenants Not to Compete and Not to Solicit. a. Employee shall not during the Term of this Agreement and for a period of one (1) year thereafter, directly or indirectly, engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Company. It is agreed that ownership of (i) no more than .5% of the outstanding voting stock of a publicly traded corporation, or (ii) any stock presently owned by Employee, shall not constitute a violation of this provision. b. Employee agrees that for a period of one (1) year after the termination of this , Employee shall not: i. Solicit, encourage, or take any other action which is intended to induce any other employee of Company to terminate his or her employment with Company; or ii. Interfere in any manner with the contractual or employment relationship between Company and any employee of Company. The foregoing shall not prohibit Employee or any entity with which Employee may be affiliated from hiring a former employee of Company; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort. c. The parties intend that the covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. d. In the event that the provisions of this Section 5 should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

Covenants Not to Compete and Not to Solicit. a. Employee shall not during the Term of this Agreement and for a period of one (1) year thereafter, directly or indirectly, engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Company. It is agreed that ownership of (i) no more than .5% of the outstanding voting stock of a publicly traded corporation, or (ii) any stock presently owned by Employee, shall not constitute a violation of this provision. b. Employee agrees that for a period of one (1) year after the termination of this Agreement, Employee shall not: i. Solicit, encourage, or take any other action which is intended to induce any other employee of Company to terminate his or her employment with Company; or ii. Interfere in any manner with the contractual or employment relationship between Company and any employee of Company. The foregoing shall not prohibit Employee or any entity with which Employee may be affiliated from hiring a former employee of Company; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort. c. The parties intend that the covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. d. In the event that the provisions of this Section 5 should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

Covenants Not to Compete and Not to Solicit. a. Employee shall not during du ring the Term of this Agreement and for a period of one (1) year thereafter, directly or indirectly, engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Company. It is agreed that ownership of (i) no more than .5% of the outstanding voting stock of a publicly traded corporation, or (ii) any stock presently owned by Employee, shall not constitute a violation of this provision. b. Employee agrees that for a period of one (1) year after the termination of this Agreement, Employee shall not: i. Solicit, encourage, or take any other action which is intended to induce any other employee of Company to terminate his or her employment with Company; or ii. Interfere in any manner with the contractual or employment relationship between Company and any employee of Company. The foregoing shall not prohibit Employee or any entity with which Employee may be affiliated from hiring a former employee of Company; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effortefforts. c. The parties intend that the covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. d. In the event that the provisions of this Section 5 should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

Covenants Not to Compete and Not to Solicit. a. Employee (a) Seller agrees and acknowledges that it is necessary that it undertake not to utilize its special knowledge of the Business and its relationship with customers and suppliers to compete with the Business (which, for the avoidance of doubt, shall mean the business of live hosted trivia events using the ▇▇▇▇▇! Trivia and/or Questionnairey products) or to compete with Buyer in any live hosted trivia events, whether or not such competition is undertaken using products similar to the ▇▇▇▇▇! Trivia and/or Questionnairey products (collectively, the "Trivia Business"). Seller further agrees and acknowledges that: (i) the agreements and covenants contained in this Section 6.12 are essential to protect Buyer, including protecting the goodwill of the Business; (ii) Buyer would be irreparably damaged if Seller were to provide services to any Person in violation of the provisions contained in this Section 6.12; (iii) the benefit of the Contemplated Transactions is sufficient to justify the restrictions contained in this Section 6.12; and (iv) the agreements and covenants contained in this Section 6.12 are a material inducement for Buyer to enter into this Agreement and Buyer would not have entered into this Agreement and would not have agreed to consummate the Contemplated Transactions but for the agreements and covenants contained in this Section 6.12. Accordingly, Seller covenants and agrees to comply with its obligations under this Section 6.12. (b) As an inducement for Buyer to enter into this Agreement, Seller hereby agrees that Seller will not during the Term Restricted Period, directly or indirectly, as agent, consultant, distributor, representative, stockholder, manager, partner or in any other capacity, own or invest in (other than through the passive ownership of less than 1% of the publicly traded shares of any Person), operate, manage, control, engage in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), or otherwise assist any Person that directly or indirectly engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages or proposes to engage anywhere in the Territory in any business that competes with the Trivia Business. (c) Without limiting the generality of the other provisions of this Agreement and for Section 6.12, Seller hereby agrees that Seller will not during the Restricted Period, directly or indirectly, (i) solicit, or participate as agent, consultant, distributor, representative, stockholder, manager, partner or in any other capacity in any business which solicits business from any Person which is or was a period customer or supplier of Buyer or any of its subsidiaries of Seller at any time during the one (1) year thereafter, directly or indirectly, engage in (whether as an employee, consultant, proprietor, partner, director or otherwise)period preceding the date of such solicitation, or have from any ownership successor in interest into any such Person, for the purpose of securing business or contracts competitive to the Trivia Business, or participate in (ii) otherwise seek to influence or alter any such Person's relationship with Buyer or any of its subsidiaries as it relates to the financingTrivia Business. (d) Seller shall not during the Restricted Period, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Company. It is agreed that ownership of Buyer, directly or indirectly, as agent, consultant, distributor, representative, stockholder, manager, partner or in any other capacity, (i) no more than .5% of the outstanding voting stock of a publicly traded corporationemploy or engage, or recruit or solicit for employment or engagement, any Person who was employed or engaged by Seller by Buyer, or (ii) otherwise seek to influence or alter any stock presently owned by Employeesuch Person's relationship with Buyer or any of its subsidiaries as it relates to the Trivia Business. (e) If any arbitrator or court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.12 too lengthy or the Territory too extensive, shall not constitute a violation the other provisions of this provision. b. Employee agrees that for a Section 5.10 shall nevertheless stand, the Restricted Period shall be deemed to be the longest period of one (1) year after permissible by applicable Law under the termination of this , Employee circumstances and the Territory shall not: i. Solicit, encourage, or take any other action which is intended be deemed to induce any other employee of Company to terminate his or her employment with Company; or ii. Interfere in any manner with comprise the contractual or employment relationship between Company and any employee of Companylargest territory permissible by applicable Law under the circumstances. The foregoing arbitrator or court in each case shall not prohibit Employee reduce the Restricted Period and/or Territory to permissible duration or any entity with which Employee may be affiliated from hiring a former employee of Company; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort. c. The parties intend size. Seller acknowledges and agrees that the covenants set forth in this Section 6.12 are reasonable and necessary for the protection of the Business, that irreparable injury will result to Buyer in the event of any breach any of the terms of this Section 6.12, and that in the event of any actual or threatened breach of any of the provisions contained in this Section 6.12, Buyer will have no adequate remedy at law. Seller accordingly agrees that in the preceding paragraphs event of any actual or threatened breach by it or any of its Affiliates or its then-current officers and directors or any of its or their successors and assigns of any of the provisions contained in this Section 6.12, Buyer shall be entitled to seek such injunctive and other equitable relief without the necessity of showing actual monetary damages, as may be deemed necessary or appropriate by a court of competent jurisdiction. Nothing contained herein shall be construed as a series prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms any damages which it is able to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedprove. d. In the event that the provisions of this Section 5 should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.