Covenants Not to Compete or Solicit Sample Clauses
A Covenants Not to Compete or Solicit clause restricts a party, typically an employee or seller, from engaging in competitive activities or soliciting clients, customers, or employees of the other party for a specified period after the relationship ends. This clause often defines the scope of restricted activities, the geographic area covered, and the duration of the restrictions; for example, it may prohibit a former employee from working for a direct competitor within a certain city for one year or from recruiting former colleagues. Its core function is to protect the legitimate business interests of the company, such as confidential information, customer relationships, and workforce stability, by preventing unfair competition and poaching after the contractual relationship concludes.
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Covenants Not to Compete or Solicit. The Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Company and accordingly agrees that, during and for the applicable period set forth in Section 7(d), the Executive shall 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 (1) the property/casualty insurance industry, or (2) any other activity in which the Company or any affiliate of the Company is engaged during the Employment Period, in any county in which, at any time during the Employment Period, a branch, office or other facility of the Company or its affiliates are located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the “Non-Competition Area”); or
(ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the insurance industry, or (2) any other activity in which the Company or its affiliates are engaged during the Employment Period, in the Non-Competition Area; or
(iii) solicit (or assist or encourage any person to solicit) any individual, who was employed by the Company or an affiliate of the Company at the time of the Executive’s termination, to sever his or her employment relationship with the Company or such affiliate.
Covenants Not to Compete or Solicit. For one (1) year following the termination of Employee's employment with the Company, Employee covenants and agrees with the Company not to engage, either directly or indirectly, as an equity owner or personally as an officer, director, employee, partner, consultant or agent, in the rendering of any of the same services as are provided by the Company at the time Employee's employment with the Company is terminated, or which the Company has targeted to provide in its written business plan which has been approved by the Board of Directors as of the time of such termination, in any of the market areas in which the Company is providing such services at the time of such termination, or in any of the market areas in which the Company has targeted to provide such services in its business plan at the time of such termination, provided that Employee may own up to 2% of the outstanding equity securities of any publicly-traded company regardless of whether any such company is a competitor of the Company, so long as Employee's relationship to any such company is that of a strictly passive investor. For one (1) year following termination of employment under the terms of this Employment Agreement, Employee covenants and agrees with the Company not to, either directly or indirectly, whether acting on behalf of himself or a corporation, partnership, joint venture or some other entity:
a. induce or attempt to induce any employee of the Company to leave the Company's employ, or in any way interfere with the relationship between the Company and any employee thereof; and/or
b. hire directly or through another entity any person who was an employee of the Company at any time during the twelve (12) months preceding Employee's termination. Employee represents that he has disclosed to the Company in writing all obligations to third parties which might limit his ability to perform services under this Employment Agreement.
Covenants Not to Compete or Solicit. During Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(a) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below);
(b) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or solicit the business of any customer or potential customer of the Company, whether or not Executive had personal contact with such entity; and
(c) solicit, encourage, hire or take any other action which is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or Independent Contractor of the Company or any subsidiary of the Company to terminate his or his employment or relationship with the Company or any subsidiary of the Company, other than in the discharge of his duties as an officer of the Company.
Covenants Not to Compete or Solicit a) The Employee undertakes that during the term of this Agreement and for 12 months thereafter, he/she will not, directly or indirectly (whether as sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent) compete with, or participate in any business that competes with, the Employer; provided that the Employee may invest in (i) the securities of any business or enterprise (but without otherwise participating in the activities of such business or enterprise) which are listed on a national or regional securities exchange or traded in the over-the-counter market, and (ii) equity interests of the Employer, of any member thereof.
b) The Employee undertakes that during the term of this Agreement and for a period of 12 months thereafter he/she will not, directly or indirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent), do any of the following:
i. Hire, or attempt to hire for employment, any person who is an employee of the Employer on the date of such termination of employment, or attempt to influence any such person to terminate his employment by the Employer; or
ii. In any other manner interfere with, disrupt or attempt to disrupt the relationship; contractual or otherwise, between the Employer and any of its employees, or disparage the business or reputation of the Employer to any such person.
c) The Employee undertakes that during the term of this Agreement and for 6 months thereafter he/she will not, directly or indirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent), do any of the following:
i. Solicit, service or accept any actual or prospective accounts, clients or customers of the Employer during the period of the Employee’s employment by the Employer;
ii. Influence or attempt to influence any of the accounts, customers or clients referred to in Subsection 9(c)(i) to transfer their business or patronage from the Employer to any other person or company engaged in a similar business.
iii. Directly assist any person or company soliciting, servicing or accepting any of the accounts, customers or clients referred to in Subsection 9(c)(i); or
iv. In any other manner directly interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Employer and any of its accounts, customers or clients referred...
Covenants Not to Compete or Solicit. (a) During the Participant’s Service and for a period of two (2) years following the termination thereof for any reason, the Participant shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or a Subsidiary of the Company or with the prior written consent of the Company, directly or indirectly:
(i) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Exchange Act, or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below);
(ii) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company or a Subsidiary of the Company to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or a Subsidiary of the Company or solicit the business of any customer or potential customer of the Company or a Subsidiary of the Company, whether or not the Participant had personal contact with such entity; and
(iii) solicit, encourage, hire or take any other action that is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or independent contractor of the Company or any Subsidiary of the Company to terminate his or her employment or relationship with the Company or any Subsidiary of the Company, other than in the discharge of his or her duties as an officer of the Company, if applicable.
(b) For purposes of this Agreement, the term “competing business purpose” shall mean the sale or provision of any printed materials, items, or other products or services that are competitive with in any manner the products or services sold or offered by the Company or a Subsidiary thereof while this Agreement is in effect. The term “Geographic Area” shall mean the Participant’s country of employment and any other countries in which the Participant conducts business on behalf of the Company or a Subsidiary of the Company.
Covenants Not to Compete or Solicit. In consideration and recognition of the confidential and proprietary information Executive received during his employment and the consideration provided within this Agreement, Executive agrees that for a period of twelve (12) months following the termination of his employment, he shall not, anywhere within ten (10) miles of the Company’s existing oil and gas properties in California, other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(a) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in the oil and gas exploration and production business (“Company Business”);
(b) knowingly induce or attempt to induce any existing vendor, supplier, customer, strategic partner, licensee, licensor or business relation of Company to cease doing business with Company, or in any way knowingly interfere with the relationship between the Company and any vendor, supplier, customer, strategic partner, licensee, licensor or business relation of Company, whether or not Executive had personal contact with such entity; and
(c) act to solicit, encourage, hire or take any other action which is intended to induce or encourage any employee of the Company or any subsidiary of the Company to terminate his or her employment or relationship with the Company or any subsidiary of the Company. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from working for an entity whose primary business does not have a competing business purpose, but said company operates a subsidiary, business unit or division which may compete with the Company Business, so long as Executive does not directly work in or operate a company with a competing business purpose.
Covenants Not to Compete or Solicit. The Participant will not directly or indirectly (whether as a principal, agent, independent contractor, employer, employee, investor, partner, shareholder, director or otherwise):
(i) During the Participant’s employment with the Company, solicit business or provide products and/or services which are the same as or competitive with that solicited or provided by the Company from any company, enterprise or person which was a customer of the Company at any time during Participant’s employment with the Company;
(ii) During the Participant’s employment with the Company, engage in any business or participate, invest or have any interest in, by way of example but without limitation, any person, firm, corporation, sole proprietorship or business, that engages in any business or activity anywhere in the world, which business or activity is the same as, similar to, or competitive with any business or activity now, heretofore or hereafter engaged in by the Company; or
(iii) During the Participant’s employment with the Company, induce or attempt to persuade any employee, agent, supplier or customer of the Company to terminate any similar employment, agency, supplier or customer relationship with the Company in order to enter into any such relationship on behalf of any other company, enterprise or person. Notwithstanding anything contained herein to the contrary, (A) Participant shall not be prohibited from owning any interest in or shares of mutual or similar funds which are nationally recognized and which own equity securities of any corporation, if such securities are publicly traded and listed on any national or regional stock exchange and (B) Participant shall not be prohibited from accepting a position of full-time employment with any such customer of the Company, provided that Participant shall not engage in any activities prohibited hereunder with respect to any other customer(s) of the Company.
Covenants Not to Compete or Solicit. Based upon the Executive's unique and essential value to the Company and the receipt of the compensation as set forth in this Agreement, the Executive agrees to the following covenants and/or restrictions following the termination of his employment with the Company where such termination results from (a) the Executive's voluntary election to terminate his employment with the Company as defined in Section 10(c) or (b) the Executive's termination by the Company for cause as defined in Section 9 above. In only those events, the Executive hereby covenants and agrees that for a period of 18 (eighteen) months from the date of the termination of the Executive's employment with the Company as defined above, the Executive shall not, without the prior written consent of the Company (which consent may be withheld in the sole and absolute discretion of the Company), directly or indirectly, either alone or in association or in connection with or on behalf of any person, firm, partnership, corporation, venture or other entity now existing or hereafter created: (i) be or become interested or engaged in, directly or indirectly, with any Competitive Business including, without limitation, as on organizer, partner, joint-venture, stockholder, officer, director, employee, manger, independent sales representative, associate, consultant, or agent of, or a supplier, lender, vendor, vendee, lesser, or lessee to, any Competitive Business; (ii) in any manner associate with, aid or give information or financial assistance to any Competitive Business.. The term "
Covenants Not to Compete or Solicit. (a) During the Employment Period and for a period of twelve (12) months following the termination of Employee’s employment for any reason (the “Non-Compete Period”), whether such termination occurs during or after the Employment Period, Employee shall not (and shall cause his Controlled Affiliates not to), directly or indirectly, anywhere in the Geographic Area, either for himself or through any other Person, have an ownership interest in, manage, participate, operate, control, permit Employee’s name to be used by, perform services for or otherwise become involved in (whether as an officer, director, manager, employee, investor, partner, proprietor, stockholder, member, trustee, consultant, agent, representative, broker, promoter or otherwise), any Person engaging in a Competing Business. Notwithstanding the foregoing, nothing in this Section 7(a) shall prohibit (i) Employee or any of Employee’s Controlled Affiliates from having a passive ownership interest of not more than one percent (1.0%) of any publicly traded entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended, so long as neither Employee nor any of Employee’s Controlled Affiliates participates in any way in the management, operation or control of such public traded entity; or (ii) Employee from engaging in any activities or performing any services in connection with Employee’s employment with the Company after the Effective Date. For the purpose of this Agreement, the term (A) “Competing Business” shall mean the business of providing prototyping and low-volume manufacturing services (including additive manufacturing, CNC machining, injection molding, industrial design and modeling and CAD services) as conducted by the Company. (B) “Geographic Area” shall mean the United States of America.
Covenants Not to Compete or Solicit. 9.1. So long as Employee is employed by Employer and for a period of eighteen (18) months thereafter, Employee shall not, directly or indirectly, by or for himself or as the agent of another or through others as his agent:
(a) manufacture, distribute, sell or service anywhere on the planet Earth (the “Territory”) products or processes in existence or under development, which are similar to or in competition with those of Employer;
(b) own, manage, operate, be compensated by, participate in, render advice to, have any right to or interest in any other business directly or indirectly engaged in the design, production, sale or distribution of products competitive with those of Employer or affiliates of Employer anywhere in the Territory;
(c) divulge, communicate, use or disclose any nonpublic information concerning Employer, its personnel, business and affairs;
(d) interfere with the business relationships or disparage the good name or reputation of Employer; or
(e) make any public statements or publish or participate in the publication of any accounts or stories relating to Employee’s employment with Employer or the termination thereof.
9.2. So long as Employee is employed by Employer and for a period of eighteen (18) months thereafter, Employee shall not (except in connection with the rendering of services hereunder), directly or indirectly, by or for himself, or as the agent of another, or through other as his agent:
(a) solicit or accept any business from customers or suppliers of Employer, or request, induce or advise customers or suppliers of Employer to withdraw, curtail or cancel their business with Employer;
(b) solicit for employment or employ or become employed by any past, present or future employee of Employer (other than ▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of Employee’s children), or request, induce or advise any employee to leave the employ of Employer; or
(c) use or disclose the names and/or addresses of any customer, supplier or employee of Employer to any person for any purposes whatsoever.
9.3. If Employee violates the provisions of this Section 9, Employer shall not, as a result of the time involved in obtaining relief, be deprived of the benefit of the full period of the restrictive covenant.
9.4. Employee agrees that, if he shall violate any of the provisions of this Section 9, Employer shall be entitled to an accounting and repayment of all profits, compensation, commission, remuneration or other benefits that Employee, directly or indirectly, may rea...