Covenants Not to Solicit or Compete Clause Samples
A Covenants Not to Solicit or Compete clause restricts a party, typically an employee or seller, from engaging in certain competitive activities or soliciting clients, customers, or employees of the other party after the relationship ends. This clause often specifies a time period, geographic area, and the types of activities that are prohibited, such as starting a competing business or recruiting former colleagues. Its core function is to protect the legitimate business interests of the company by preventing unfair competition and the loss of valuable relationships or confidential information.
Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her Employment, she does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her Employment and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind:
(a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory;
(b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her Employment;
(c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her Employment; or
(d) persuade or attempt to pe...
Covenants Not to Solicit or Compete. In the event that Employee's employment is terminated for any reason by Employer or by Employee, Employee does hereby agree and covenant not to directly or indirectly solicit by any means insurance, financial services, insurance agency, agency consulting or loan business from any clients, franchise agents or lenders of Employer or any of the Employer Companies for a period of two (2) years from and after the effective date of termination of employment. Employee agrees that he will not, for a period of two (2) years following termination of employment with Employer, directly or indirectly, solicit or hire any of the franchise agents, brokers, producers or employees of Employer or any of the Employer Companies to work for or contract with Employee or any person or company competitive with Employer or any of the Employer Companies. If Employee breaches this paragraph, Employer shall be entitled to all damages that result from each and every individual breach, in addition to any other remedies, including equitable remedies, that Employer may have. Employee and Employer agree that (1) during the period of Employee's employment hereunder, Employee will not undertake, engage in, or be directly or indirectly involved in the planning, organization, funding or operation of any business activity competitive with either the work Employee performs or any of the lines of business in which Employer or any of the Employer Companies is engaged; and (2) for two years after the effective date of Employee's termination of employment under this Agreement for any reason or no reason at all, Employee shall not engage in, or own or control any interest in (except as a passive investor in less than one percent of the outstanding securities of a publicly held company), or act as an officer, director or employee of, broker or producer for, or consultant, advisor or lender to, any firm, corporation, partnership, limited liability company, sole proprietorship, institution, business or entity that engages in any line of business that is competitive with any Line of Business of Employer and any of the Employer Companies (as defined below) in any state in the United States in which such Line of Business of Employer and any of the Employer Companies operates as of the effective date of the termination of Employee's employment under this Agreement. "Line of Business of Employer and any of the Employer Companies" means the insurance agency business, the business of franchising insurance age...
Covenants Not to Solicit or Compete. Employee and the Company agree that the Company would be substantially harmed if Employee competes with the Company during or after termination of employment with the Company. Therefore, in consideration of the compensation and the benefits offered to him, Employee agrees that:
(a) During Employee's employment with the Company and for a period of one (1) year thereafter, Employee will not, either directly or indirectly, whether alone or in concert with others, solicit or entice or in any way divert any customer or supplier to do business with any business entity in competition with the Company.
(b) During Employee's employment with the Company, and for any period thereafter during which Employee receives severance benefits, Employee will not, either alone or with others, directly or indirectly, engage in any business enterprise in competition with the Company or otherwise plan or take any preliminary steps, either alone or in concert with others, to set up or engage in any competitive business enterprise.
(c) During Employee's employment with the Company and for a period of one (1) year thereafter, Employee will not, directly or indirectly, alone or in concert with others, solicit any of the Company's employees for employment or other engagement by any other company which is, by any reasonable standard, in competition with the Company. Employee understands that the above limitations are necessary in order to reduce the risk that the Company's Confidential Information, including its Technology, will be disclosed to and used by its competitors to its detriment. Employee further understands and agrees that the Company's obligation to make any payments pursuant to Section 6 of this Agreement shall immediately and forever terminate upon any violation or failure to comply with this Section 12 by Employee.
Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of his Employment, he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of his Employment and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in
Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of his Employment, he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of his Employment and continuing thereafter for the period specified in Section 8(e) (provided NOVA complies with its obligations set forth in Section 8 hereof), except as permitted or contemplated by this Agreement, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind:
Covenants Not to Solicit or Compete. During the term of Employee’s employment by Employer and for two (2) years after termination of such employment, Employee agrees that Employee will not, without the prior written consent of Employer, directly or indirectly, whether as an employee, officer, director, independent contractor, consultant, stockholder, partner or otherwise, engage in or assist others to engage in or have any interest in any business which directly competes with FLAC in any geographic area in which FLAC markets its products during the year preceding termination, subject to the following exceptions: This provision shall not be binding upon Employee (i) in those geographic areas in which FLAC’s annual direct premium income as measured in the calendar year preceding termination constitutes less than 25 percent of FLAC’s total annual direct premium income during that year; and (ii) in respect to the business of annuities, health and disability insurance, and pension products, either individual or group. Employee agrees that during the term of Employee’s employment and for two (2) years after the termination of such employment, Employee will not induce or attempt to induce any person who is an employee of Employer to leave the employ of Employer and engage in any business which competes with Employer. This provision shall not apply to those employees with whom Employee had a business relationship prior to February of 2004. The parties agree and acknowledge that the time, scope and geographic area and other provisions of this agreement have been specifically negotiated by the parties, and Employee specifically agrees that such time, scope and geographic areas, and other provisions are reasonable under these circumstances. Employee further agrees that if, despite the express agreement of the parties to this agreement, a court should hold any portion of this agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court, will be substituted for the restrictions held unenforceable.
Covenants Not to Solicit or Compete. A. NON-COMPETITION. Executive agrees that, during the Noncompete Period (as defined in Section 7), he shall not in any manner, directly or indirectly or by assisting others, as a supervisor, administrator, executive, senior or management level employee, owner, proprietor, shareholder, director, consultant or otherwise, engage in any business which provides high speed internet access, IP telephony or similar services which are the same or essentially the same as the business of the Company as its primary business (including, by way of example @Home, ISP Channel and RoadRunner); provided that Executive shall not be restricted from owning less than five percent (5%) of the outstanding shares of a company whose shares are publicly traded; notwithstanding the foregoing, the noncompetition provisions of this Section 7.A shall not apply to Executive in the event Executive's employment is terminated for Cause unless the Company, by action of the Compensation Committee of the Board, elects to pay Executive his Base Salary for a period of twelve (12) months following the Termination Date.
Covenants Not to Solicit or Compete