Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition: (i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor. (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company. (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 6 contracts
Sources: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and inappropriate competition:regardless whether the termination is voluntary or involuntary, within the Territory.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner withCorporation, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During defined in the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business next sentence. “Business” shall mean mobile satellite products and services sector of the Company, or its relationship with any client, supplier or other business relationship of the Companyglobal communications industry.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 6 contracts
Sources: Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the The Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two percent (2%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the Company;
(2) Recruit, solicit or hire, or its relationship with attempt to recruit, solicit or hire, any clientemployee, supplier or other business relationship independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company., with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(iii4) During Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere in any way with the Business of the Company. With respect to the activities described in Paragraphs (2), (3) and (4) above, the restrictions of this Section 12(b) shall continue beyond the Employment Period until one year following the termination of this Agreement or of the Executive’s employment with the Company, whichever occurs later. Furthermore, if the Company and during the period commencing on the terminates Executive’s date employment for Cause or if Executive terminates his employment without Good Reason, then the restrictions of this Section 12(b) shall continue with respect to the activities described in Paragraph (1), above, beyond the Employment Period until one year following the termination of employment for any reason and ending on the second anniversary this Agreement or of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliatesthe Company, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)whichever occurs later.
Appears in 5 contracts
Sources: Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Confidential Information (including trade secrets), customers, patients, accounts and business partners, and further acknowledges that, during the course of Executive’s employment with the Company prior to and after the Effective DateCompany, (i) the Executive has had and will continue to have access to trade secrets and other the Company’s Confidential Information (including trade secrets), and will be introduced to existing and prospective customers and patients that are being targeted, vendors, accounts and business partners of the Company. Executive acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer or patient that is being targeted, whichvendor, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use account or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue business partner belongs exclusively to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Executive and any existing or prospective customers or patients that are being targeted, vendors, accounts or business partners. Additionally, the Parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the compensation and benefits provided to the Company depends upon his use of such skills on its behalf. Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and acknowledges that as a result of the Executive’s being granted access to foregoing the customers, trade secrets restrictions contained herein and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment elsewhere in this Agreement are necessary, appropriate and reasonable reasonably necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair competition by the Executive. In recognition of this, Executive covenants and inappropriate competitionagrees that:
(ia) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during for one year after the period commencing on the termination of Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentreason, the Executive will notshall not be employed by, without the prior written consent of MFAor render any services to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company anywhere in the world where the Company performs services for its clients (individually“Competitive Business”), (ii) engage in any Competitive Business for his or through its own account; (iii) be associated with or on behalf of another entity interested in any Competitive Business (whether as an executive, agent, servant, owner, partner, agent, employee, consultant, independent contractor, representative, stock or equity holder, lender or in any other capacitycapacity whatsoever). Specifically excluded from the restrictions set forth in this Section, and other provisions of this Agreement, is Executive’s ability (Aas expressly permitted by the Company hereby) solicitto continue to serve on the board of directors of Exagen Diagnostics, encourageInc. However, or engage in any activity to induce any employee the non-compete aspects of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii4.11(a) will remain in effect only during the applicable time period when Executive is receiving a Severance Payment. As such, the non-compete aspects of this Section 4.11(a) shall not apply to any administrative employee period that follows the cessation of MFA or its affiliates or any person who was an administrative employee Severance Payments to Executive. For the avoidance of MFA or its affiliates doubt the non-solicitation provisions of Sections 4.11(b) and (yc) any hiring or solicitation pursuant to are in effect and shall apply for the specified time periods irrespective of whether Executive is receiving a general solicitation conducted by an entity that has hired or agreed to hire Severance Payment.
(b) During Executive’s employment with the Company and for one year thereafter, Executive and that does may not directly or indirectly target current induce, attempt to induce, solicit, attempt to solicit or former employees of MFA or its affiliatesencourage any employee, consultant, or by contractor to leave the employment or engagement with the Company or any affiliate of the Company.
(c) During Executive’s employment with the Company and for one year thereafter, Executive may not, directly or indirectly, induce, attempt to induce, solicit, attempt to solicit or encourage any customer, client, subscriber or supplier of the Company to change its relationship with the Company, or interfere with the Company’s business, relationships or prospective relationships with any person or entity that was or is expected to become a headhunter employed by such entitycustomer or client of the Company. As such, Executive agrees that he will not divert or take advantage of any actual or potential business opportunities of the Company in which in either case does not involve the Executive, shall not be it has a violation of this Section 7(b)(iii)current interest or is actively pursuing.
Appears in 5 contracts
Sources: Employment Agreement (Signal Genetics, Inc.), Employment Agreement (Signal Genetics LLC), Employment Agreement (Signal Genetics LLC)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s Business (iias defined in Section 14(b)(1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 14 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of Company, as defined in the next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as well as any publicly traded company) future related or partner with, unrelated industries or serve as an officer, director, employee segments in which the Company may engage or consultant of, any Competitoroperate in the future.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or in if any such customer elects to move its business to a person other capacity)than the Company, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyCompany for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or on behalf of such other business relationship person for the purpose of competing with the Business of the Company.; or
(iii4) During Interfere with any relationship, contractual or otherwise, between the Executive’s employment Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company and during for the period commencing on purpose of competing with the Executive’s date of termination of employment for any reason and ending on the second anniversary Business of the Executive’s termination of employment, Company. With respect to the Executive will not, without the prior written consent of MFA, directly or indirectly activities described in Paragraphs (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)14(b) shall continue during the Term and for a period of one (1) year thereafter.
Appears in 5 contracts
Sources: Executive Employment Agreement (Exactus, Inc.), Executive Employment Agreement (Exactus, Inc.), Executive Employment Agreement (Exactus, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of Executive’s employment hereunder.
(b) Executive hereby agrees and covenants that he or she shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than ten (10%) percent of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company prior to and after the Effective Date(including upon expiration of this Agreement), (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companywhichever occurs later; provided, whichhowever, that if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the this Agreement or Executive’s employment is terminated by a Competitor during the Restricted Period, the Executive would inevitably use for Good Reason or disclose such trade secrets and Confidential Information; (iii) by the Company has substantial relationships with its customers and without Cause, then the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)13(b) shall terminate concurrently with the termination and shall be of no further effect. In the event that any provision of this Section 13 is determined by a court to be unenforceable, such provision shall not render the entire Section unenforceable but, to the extent possible, shall be appropriately adjusted to render such provision enforceable.
Appears in 5 contracts
Sources: Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that during the Executive’s employment with Confidential Information that Executive has already received and will receive is valuable to the Company prior to and after the Effective Date, (i) the Executive has had that its protection and will continue to have access to trade secrets and other Confidential Information maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the Company;
(2) Recruit, solicit or hire, or its relationship with attempt to recruit, solicit or hire, any clientemployee, supplier or other business relationship independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company., with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(iii4) During Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere in any way with the business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 15(b) shall continue during the Employment Period, during the Separation Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company and during the period commencing on the (including upon expiration of this Agreement), whichever occurs later, unless this Agreement or Executive’s date of termination of employment was terminated by Executive for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, Good Reason or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company without Cause.
Appears in 5 contracts
Sources: Executive Employment Agreement (American Strategic Minerals Corp), Executive Employment Agreement (Be Active Holdings, Inc.), Executive Employment Agreement (Be Active Holdings, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during As an essential ingredient of, and in consideration of the substantial severance benefits provided pursuant to this Agreement in addition to the Executive’s employment employment, or continued employment, with the Company prior to and after the Effective DateEmployer, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companyshall not, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use directly or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course indirectly do any of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionfollowing:
(i) During the Restricted PeriodEngage or invest in, the Executive will not, without the prior written consent of MFA, within the United Statesown, manage, operate, finance, control, participate in the ownership, management, operation, or control or of, be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systememployed by, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner associated with, or in any manner connected with, serve as an a director, officer, director, employee or consultant ofto, lend the Executive’s name or any similar name to, lend the Executive’s credit to or render services or advice to, any Competitor.Financial Institution with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that the ownership by the Executive of shares of the capital stock of any Financial Institution, which shares are listed on a securities exchange and that do not represent more than 1% of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. For purposes of clarification and not limitation or expansion, it is the parties intent that the foregoing is not intended to limit Executive from performing services outside of the Restricted Area for a person or entity solely because the person or entity has a location within the Restricted Area, unless Executive’s services are directed towards activities on behalf of such person or entity within the Restricted Area;
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyA) Hire, or through induce or on behalf attempt to induce any employee of another entity as ownerthe Employer or its Affiliates (limited to all officer-level employees, partner, agent, employee, consultantExecutive’s direct reports, or in any other capacity), engage in any activity intentionally members of Executive’s department or area of responsibility) to interfere with, disrupt, diminish or damage leave the business employ of the Company, Employer or its Affiliates; (B) interfere with the relationship with between the Employer or its Affiliates and any clientsuch employee of the Employer or its Affiliates; or (C) induce or attempt to induce any customer, supplier supplier, licensee, or other business relationship relation of the CompanyEmployer or its Affiliates with whom the Executive had an ongoing business relationship while employed by the Employer or its Affiliates to cease doing business with the Employer or its Affiliates or interfere with the relationship between the Employer its Affiliates and their respective customers, suppliers, licensees, or other business relations with whom the Executive had an ongoing business relationship.
(iii) During Solicit the business of any person or entity known to the Executive to be a customer of the Employer or its Affiliates, where the Executive’s employment with the Company and during the period commencing on , or any person reporting to the Executive’s date , had accessed Confidential Information of, had an ongoing business relationship with while employed by the Employer of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyits Affiliates, or through or on behalf of another entity as ownerhad made Substantial Business Efforts with respect to, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other such person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply with respect to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliatesproducts, activities, or by a headhunter employed by such entityservices that compete in whole or in part with the products, which in either case does not involve activities, or services of the Executive, shall not be a violation of this Section 7(b)(iii)Employer its Affiliates.
Appears in 5 contracts
Sources: Employment Agreement (County Bancorp, Inc.), Employment Agreement (County Bancorp, Inc.), Employment Agreement (County Bancorp, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges hereby covenants and agrees that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Term of the Executive’s employment by hereunder and for a Competitor during period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the Restricted Periodemployment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Executive would inevitably use Company or disclose such trade secrets and Confidential Informationany of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests induce or encourage any employee of the Company from unfair and inappropriate competition:
(i) During or any of its subsidiaries or affiliated entities to leave the Restricted Periodemploy of the Company or any of its subsidiaries or affiliated entities; provided, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall may, solely as an investment, hold equity securities of the Company and not own more than five percent (5%) of the outstanding shares combined voting securities of any publicly publicly-traded company) corporation or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, other business entity. The foregoing covenants and agreements of the Executive will notare referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the prior written consent time period of MFArestriction set forth above, directly or indirectly (individually, or through or on behalf are fair and reasonable and are reasonably required for the protection of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, or its relationship with notwithstanding the foregoing, any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation provisions of this Section 7(b)(iii)6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 5 contracts
Sources: Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during During the Term of the Agreement and for a period of 12 months after the Executive’s employment with the Company prior to and after the Effective Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company:
(a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive has is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had and will continue access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have access been provided by the Executive if the Executive had material supervisory responsibilities with respect to trade secrets and other the provision of such services.
(b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
restriction in this subparagraph (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iiib) shall not apply to any administrative employee activity on behalf of MFA a business that is not a Competitor.
(c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any person who was an administrative employee of MFA reason other than Cause) to terminate or its affiliates and (y) refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any hiring other individual or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire other than the Executive and that does not directly or indirectly target current or former employees of MFA Company or its affiliates, or by a headhunter employed by such entity, which in either case does not involve and the Executive, Executive shall not be a violation approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of this Section 7(b)(iiiany such actions by any other individual or entity.
(d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).
Appears in 5 contracts
Sources: Change in Control Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co), Separation Agreement and General Release (Castle a M & Co)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive’s employment with . The Executive also acknowledges that the Company prior Company's business may be conducted worldwide (the "Territory"), and that the Territory, scope of prohibited competition, and time duration set forth in the non --competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and after to protect the Effective Date, (i) the Executive has had and will continue to have access to trade secrets goodwill and other Confidential Information of legitimate business interests of, the Company, which, if disclosed, would unfairly and inappropriately assist in competition against its affiliates and/or its clients or customers. The provisions of this Section shall survive the Company; (ii) in the course termination of the Executive’s 's employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Term and thereafter to the extent described below, within the United StatesTerritory:
i.) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. For purposes hereof, the term "Business" shall mean any business using oncology therapy using drugs that inhibit soluble TNF or its relationship therapies that prime NK cells using a tumor cell line;
ii.) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company;
iii.) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive's employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
iv.) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (i), (ii), (iii) During and (iv) above, the Executive’s employment with the Company and restrictions of this Section shall continue during the period commencing on the Executive’s date of Employment Term hereof and, upon termination of employment for any reason and ending on the second anniversary of the Executive’s 's employment for Good Reason, termination because of employmenta Change of Control, the Executive will not, without the prior written consent for a period of MFA, directly or indirectly one (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A1) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)year thereafter.
Appears in 4 contracts
Sources: Employment Agreement (Inmune Bio, Inc.), Employment Agreement (Inmune Bio, Inc.), Employment Agreement (Inmune Bio, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the United States during the term of the Executive’s employment, the definition of Geographic Boundary shall be automatically expanded to cover such other areas), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers.
(b) The Executive hereby agrees and covenants that he shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior and for a period equal to and after the Effective Date, greater of (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, whichone year (two years, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the this Agreement or of Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available is pursuant to Section 5, and 12(f)(i) hereof) following the termination of the Executive’s being granted access to the customers, trade secrets and other Confidential Information this Agreement or of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during or (ii) the period commencing on during which the Executive’s date Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of employment for any reason this Agreement and ending on the second anniversary of the Executive’s termination of employment, in the Executive will notGeographic Boundary:
(i) Engage, without the prior written consent of MFAown, directly or indirectly (individuallymanage, or through or on behalf of another entity as owneroperate, partnercontrol, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The “Business of the Company” is defined as the development and production of ethanol and other alternatives to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates petroleum-based fuels within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Geographic Boundary.
Appears in 4 contracts
Sources: Employment Agreement (Ethanex Energy, Inc.), Employment Agreement (Ethanex Energy, Inc.), Employment Agreement (Ethanex Energy, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that during for one (1) year period following the end of Executive’s employment with the Company prior to and after the Effective Datefor any reason, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companyshall not, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the either on Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through behalf or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
third party (iiiA) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyhire any employee, independent contractor, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates consultant or any person who was an administrative employee employee, independent contractor, or consultant of MFA the Company within the preceding six (6) months, or (B) directly or indirectly encourage, induce, attempt to induce, solicit or attempt to solicit (on Executive’s own behalf or on behalf of any other business, enterprise, or individual) any employee, independent contractor, or consultant to leave or curtail his or her employment or engagement with the Company or any of its affiliates; provided, however, that notwithstanding the foregoing, this Section 7(a) shall not prevent Executive from undertaking general solicitations of employment not targeted at employees, independent contractors, or consultants of the Company or any of its affiliates (so long as Executive does not, directly or indirectly, hire any such employee, independent contractor, or consultant).
(b) The Parties agree that the relevant public policy aspects of post-employment restrictive covenants have been discussed, and that every effort has been made to limit the restrictions placed upon Executive to those that are reasonable and necessary to protect the Company’s legitimate interests. Executive acknowledges that, based upon Executive’s education, experience, and training, the restrictions set forth in this Section 7 will not prevent Executive from earning a livelihood and supporting Executive and Executive’s family during the relevant time period. Executive further acknowledges that, because the Company markets its products and services throughout the Restricted Territory, a more narrow geographic limitation on the restrictive covenants set forth above would not adequately protect the Company’s legitimate business interests.
(c) If any restriction set forth in this Section 7 is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
(d) The restrictions contained in Section 7 are necessary for the protection of the business and goodwill of the Company and/or its affiliates and are considered by Executive to be reasonable for such purposes. Executive agrees that any material breach of Section 7 will result in irreparable harm and damage to the Company and/or its affiliates that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity (y) any hiring or solicitation pursuant including, without limitation, money damages from Executive), the Company and/or such affiliate shall be entitled to a general solicitation conducted temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief as may be issued by an entity that has hired any court of competent jurisdiction or agreed arbitrator to hire restrain or enjoin Executive from breaching any such covenant or provision or to specifically enforce the Executive and that does not directly provisions hereof, without the need to post any bond or indirectly target current or former employees other security.
(e) The existence of MFA or its affiliatesa claim, charge, or cause of action by a headhunter employed by such entity, which in either case does not involve Executive against the Executive, Company shall not be constitute a violation defense to the enforcement by the Company of the foregoing restrictive covenants.
(f) The provisions of this Section 7(b)(iii)7 shall apply regardless of the reason for the termination of Executive’s employment.
Appears in 4 contracts
Sources: Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.
(b) The Executive hereby agrees and covenants that he shall not, during the Employment Period and any Separation Period, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until two (2) years following the termination of this Agreement or of the Executive’s employment with the Company prior to and after the Effective Date(including upon expiration of this Agreement), (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companywhichever occurs later, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the unless this Agreement or Executive’s employment was terminated by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, Good Reason or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company without Cause.
Appears in 4 contracts
Sources: Executive Employment Agreement (Bullfrog Gold Corp.), Executive Employment Agreement (American Strategic Minerals Corp), Executive Employment Agreement (American Strategic Minerals Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve business whose primary objective is the completion of retail sales online in exchange for bitcoins as an officer, director, employee or consultant of, any Competitorform of payment.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
(3) Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Executive had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, or have any discussions regarding any such service with such customer, on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Corporation; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Corporation and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation. With respect to the activities described in Paragraphs (1), engage in any activity intentionally to interfere with(2), disrupt(3) and (4) above, diminish or damage the business restrictions of this Section 9 shall continue during the CompanyEmployment Period and, or its relationship with any client, supplier or other business relationship upon termination of the Company.
(iii) During the Executive’s employment with the Company and during the for a period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly two (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A2) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)years thereafter.
Appears in 4 contracts
Sources: Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.)
Non-Competition and Non-Solicitation. The (a) In consideration of and to protect the Confidential Information being provided to the Executive acknowledges as stated in Section 5.1 hereof, and for other good and valuable new consideration as stated in this Agreement, including, without limitation, employment and/or continued employment with the Company, and the business relationships, Company goodwill, work experience, client, customer and/or vendor relationships and other fruits of employment that during the Executive will have the opportunity to obtain, use and develop under this Agreement, and without limiting Executive’s fiduciary duties to the Company or his obligations under Sections 5.1 and 5.2 hereof, the Executive agrees to the restrictive covenants stated in this Section 5.3.
(b) From the Effective Date until the end of the Restricted Period (as defined in Section 5.4(g) hereof), the Executive agrees that the Executive will not, directly or indirectly, on the Executive’s employment own behalf or on the behalf of any other Person other than the Company and its Affiliates, within the Restricted Territory:
(i) engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by owning, managing, operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in the ownership, management, operation or control of any Competing Business where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice;
(ii) induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a business relationship with any Company Party, for or with which the Executive or employees working under the Executive’s supervision had any direct or indirect responsibility or contact during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with the Company prior for the benefit of a Competing Business, regardless of whether the Executive initiates contact where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice; or
(iii) solicit, recruit, persuade, or induce, or attempt to solicit, recruit, persuade, or induce anyone employed or otherwise retained by any of the Company Parties (including any independent contractor or consultant), to cease or leave their employment or contractual or consulting relationship with any Company Party.
(c) The parties hereto acknowledge and after the Effective Dateagree that, notwithstanding anything in Section 5.3(b)(i) hereof, (i) the Executive has had may own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as long as with respect to each such investment the securities held by the Executive do not exceed 5% of the outstanding securities of such Person and will continue such securities are publicly traded, and (ii) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (i) above, the Executive shall not be permitted to, directly or indirectly, participate in, or attempt to have access influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend the Executive’s name to, any such Person.
(d) The Executive acknowledges and agrees that, for purposes of Section 5.3(b)(i) and (ii), indirect acts by the Executive shall include, without limitation, an act by the Executive’s spouse, or other member of the Executive’s immediate family, but only to trade secrets the extent controlled or directed by the Executive.
(e) The Executive acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an otherwise enforceable agreement, such being the agreements concerning Confidential Information and other Confidential Information consideration as stated in this Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described herein, are reasonable and do not impose a greater restraint than necessary to protect the good will and other legitimate business interests of the Company, whichincluding without limitation, if disclosedConfidential Information (including trade secrets), would unfairly client, customer and/or vendor relationships, client and/or customer goodwill and inappropriately assist in competition against the Company; business productivity, (iiiii) in the course event of termination of the Executive’s employment by a Competitor during the Restricted Periodemployment, the Executive would inevitably use or disclose Executive’s experiences and capabilities are such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and that the Executive has had can obtain gainful employment without violating this Agreement and will continue to have access to these customers; without the Executive incurring undue hardship, (iv) based on the Executive has generated relevant benefits and will continue other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable according to generate goodwill for the Company their terms, shall remain in full force and effect even in the course event of the Executive’s employment involuntary termination from employment, with or without Cause and (v) the Executive’s services are unique Executive has carefully read this Agreement and irreplaceable. Therefore, in has given careful consideration to the restraints imposed upon the Executive by this Agreement and consents to the terms of the Executive’s continued employment restrictive covenants in this Section 5.3, with the Company, of the compensation and benefits provided to the Executive under knowledge that this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or Agreement may be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of terminated at any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or time in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment accordance with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)provisions hereof.
Appears in 4 contracts
Sources: Employment Agreement (Sprouts Farmers Markets, LLC), Employment Agreement (Sprouts Farmers Markets, LLC), Employment Agreement (Sprouts Farmers Markets, LLC)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair and inappropriate competition:Employee’s employment hereunder for the time periods specified below.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Corporation, as defined in the next sentence. “Business” shall mean the development and sale of any publicly traded company) lighter than air and heavier than air tethered aerostats or partner with, or serve as an officer, director, employee or consultant of, any Competitordrones.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 4 contracts
Sources: Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe "Geographic Boundary") (to the extent the Company comes to own or operate any material power generating asset in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Period's employment, the Executive would inevitably use or disclose definition of Geographic Boundary shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Geographic Boundary, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the The Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, within directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the United Statesoutstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive's employment with the Company and for a period equal to the greater of (i) one year following the termination of this Agreement or of the Executive's employment with the Company or (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 11(e) or 11(f)(ii) of this Agreement following the termination of this Agreement and of the Executive's employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Company. The "Business of any publicly traded company) or partner with, or serve the Company" is defined as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or energy management company in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of acquiring and actively managing assets in the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates power generation industry within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Geographic Boundary.
Appears in 3 contracts
Sources: Employment Agreement (High Tide Ventures, Inc.), Employment Agreement (High Tide Ventures, Inc.), Employment Agreement (High Tide Ventures, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges Employee presently has specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other confidential information, goodwill and trade secrets that during were among the Executive’s employment with assets of the Company prior to and after the Effective Date. Employee acknowledges his expertise and specialized knowledge of research and development, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and . Employee will continue to have access to these customers; (iv) the Executive has generated obtain and will continue to generate goodwill for the Company in the course develop specialized knowledge of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, Company and its affiliates and the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests business of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or his continued involvement in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship including his employment under this Agreement. The Company’s promise to provide Employee with any client, supplier or other business relationship this Confidential Information is an essential part of the Company.
(iii) During ’s agreement to employ Employee pursuant to this Agreement. In consideration of the ExecutiveCompany’s employment with promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Company and its affiliates will continue to develop and/or receive and that Employee will have access to through the Term, and to ensure the protection of the Company’s and its affiliates’ Confidential Information during Employee’s employment and thereafter, the Company and Employee agree and covenant that during the period commencing on the Executive’s date of termination of employment Prohibited Period:
(a) Employee shall not, for any whatever reason and ending on the second anniversary of the Executive’s termination of employmentwith or without cause, the Executive will not, without the prior written consent of MFA, directly either individually or indirectly (individually, in partnership or through jointly or on behalf of another entity in conjunction with any person or persons as owner, partnerprincipal, agent, employee, consultantstockholder, owner, investor, partner or in any other capacitymanner whatsoever (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed one percent of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, (A) solicitengage in the Business or otherwise compete with the Company or any of its affiliates in the Business in the Restricted Area, encourage(B) solicit business from, or engage provide services to, any of the customers or accounts of the Company or any of its affiliates in the Business for the Restricted Area, or (C) become the employee of, or otherwise render services to or on behalf of, any activity enterprise where the division or department in which Employee works competes with such Business of the Company or any of its affiliates; and
(b) Employee shall not, directly or indirectly, either for himself or any other person, (A) induce or attempt to induce any employee of MFA the Company or any of its affiliates to terminate employment leave the employ of the Company or any of its affiliates, (B) in any way interfere with MFA the relationship between the Company or any of its affiliates and any employee of the Company or any of its affiliates, (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company or any of its affiliates, or (D) induce or attempt to become employed byinduce any customer, supplier, licensee or to enter into a business relationship with, relation of the Company or any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within to cease doing business with the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to Company or any administrative employee of MFA or its affiliates or in any person who was an administrative employee way interfere with the relationship between any customer, supplier, licensee or business relation of MFA the Company or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 3 contracts
Sources: Employment Agreement (Preferred Voice Inc), Employment Agreement (Preferred Voice Inc), Employment Agreement (Preferred Voice Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive are valuable to the Company, its affiliates and/or its clients or customers, and that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is the offering through its online marketplace of high quality new, overstock, close-out and refurbished brand name consumer merchandise (the “Business of the Company”).
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior to and after for a period of one year following the Effective Datetermination of this Agreement for any reason, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionGeographic Boundary:
(i) During the Restricted PeriodEngage, the Executive will not, without the prior written consent of MFA, within the United Statesown, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.Company;
(ii) During the Restricted PeriodSolicit, the Executive will notpersuade or induce any Customer: to terminate, without the prior written consent of MFAreduce or refrain from renewing, directly or indirectly (individuallyextending, or through entering into contractual or on behalf other relationships with the Company or to become a customer of another entity as owner, partner, agent, employee, consultant, or in enter into any contractual or other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any clientother individual, supplier person or other business relationship entity for the purpose of the Company.purchasing competitive products or services; or
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentRecruit, the Executive will nothire, without the prior written consent of MFAinduce, directly contact, divert or indirectly (individuallysolicit, or through attempt to recruit, induce, contact, divert or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA the Company to leave the employment thereof, whether or its affiliates not any such employee is party to terminate an employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)agreement.
Appears in 3 contracts
Sources: Employment Agreement (Cape Coastal Trading Corp), Employment Agreement (Cape Coastal Trading Corp), Employment Agreement (Cape Coastal Trading Corp)
Non-Competition and Non-Solicitation. The [For Chief Executive acknowledges Officer only]
(a) Stockholder agrees for a period of three (3) years immediately following the Closing Date, Stockholder will not, directly or indirectly, own, manage, control, be employed by, operate, perform, have any interest in or otherwise be engaged in or concerned with any business that during develops, manufactures, sells, markets or distributes, anywhere in the Executive’s employment world, products or devices intended for the treatment of venous reflux disease that compete with any products or devices being developed, manufactured, sold, marketed or distributed by or on behalf of the Company prior to and after as of the Effective Datedate hereof, including without limitation any such products or devices that are under development as of the date hereof but not yet offered for sale by the Company (the “Business”) ; provided, however, that (i) Stockholder shall be permitted to work for a division, entity, or subgroup of any of such competing business so long as such division, entity, or subgroup does not engage in a business (including, without limitation, development, manufacturing, marketing, sales or technical or sales support) that makes such entity compete with the Executive has had Business and will continue Stockholder does not facilitate, directly or indirectly, competition with the Business, and (ii) Stockholder may also receive and hold in such situation equity in such entity that he obtains in connection with such service on the same basis as other employees similarly situated to have access Stockholder; provided, further, that Stockholder shall not be prohibited from owning not more than 1% of any class of securities of any entity, whether such securities are publicly traded on a recognized securities exchange or are privately held. Stockholder expressly acknowledges that the foregoing geographic area is reasonable and necessary to trade secrets and other Confidential Information protect the legitimate business interests of the Company, whichespecially given the special information and knowledge held by Stockholder. Further, if disclosed, Stockholder acknowledges that the Company would unfairly not proceed with the transactions contemplated by the Merger Agreement without receiving the full scope of the protections provided for hereunder and inappropriately assist in competition against that any lesser geographic restriction would not adequately protect the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period. Stockholder also agrees that for such period, the Executive would inevitably use Stockholder shall not in any way make any negative or disclose such trade secrets and Confidential Informationdisparaging statements or communications about the Surviving Corporation, its products or business); (iii) conversely, the Company has substantial relationships with its customers Surviving Corporation, Parent and the Executive has had and officers thereof agree to not make any negative or disparaging comments or communications regarding Stockholder for such period.
(b) Stockholder agrees that for a period of two (2) years following the Closing Date, Stockholder will continue not, directly or indirectly, induce any employee to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued terminate his or her employment with the CompanySurviving Corporation or hire any such employee, provided, however, the foregoing shall not prohibit Stockholder from making general solicitations through advertising, internet postings or other similar solicitations not targeted at employees of the compensation and benefits provided to the Executive under this AgreementSurviving Corporation, of MFA’s agreement to make severance benefits available pursuant to Section 5, and or from hiring any employee of the Executive’s being granted access Surviving Corporation who responds to any such general solicitation without encouragement or inducement by the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any CompetitorStockholder.
(iic) During Stockholder acknowledges that the Restricted Periodrestrictions on his activities under this Agreement are necessary for the reasonable protection of Parent and Sub and constitute a material inducement to Parent and Sub entering into and performing under the Merger Agreement. Stockholder further acknowledges, stipulates and agrees that a breach of any of such obligations and agreements will result in irreparable harm and continuing damage to Parent and Sub for which there will be no adequate remedy at law and further agrees that in the Executive event of any breach of said obligations and agreements, Parent, Sub and their successors and assigns will not, without be entitled to injunctive relief and to such other relief as is proper under the prior written consent circumstances.
(d) It is the desire and intent of MFA, directly the parties to this Agreement that the provisions of this Section 1.9 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any covenant set forth in this Section 1.9 is determined by any court to be unenforceable by reason of its extending for too great a period of time or indirectly (individuallyover too great a geographic area, or through or on behalf by reason of another entity as owner, partner, agent, employee, consultant, or its being too extensive in any other capacity)respect, engage in any activity intentionally such covenant shall be interpreted to interfere withextend only for the longest period of time and over the greatest geographic area, disrupt, diminish or damage and to otherwise have the business of the Company, or its relationship with any client, supplier or other business relationship of the Companybroadest application as shall be enforceable.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 3 contracts
Sources: Merger Agreement (Covidien PLC), Merger Agreement (Vnus Medical Technologies Inc), Tender and Voting Agreement (Covidien Group S.a.r.l.)
Non-Competition and Non-Solicitation. a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment time periods specified below.
b) The Executive hereby agrees and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees covenants that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
1. Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as in any manner with the ownership, management, operation or control of any business whose primary objective is the mining of crypto currencies through the use of various hashing algorithms and specialized hardware.
2. Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
3. Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Executive had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Corporation, or if any such customer elects to move its business to a stockholder (person other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market SystemCorporation, provided that the Executive shall not own more than five percent provide any services of the outstanding shares kind or competitive with the Business of any publicly traded company) or partner withthe Corporation for such customer, or serve as an officerhave any discussions regarding any such service with such customer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Corporation; or
4. Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Corporation and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation. With respect to the activities described in Paragraphs (1), engage in any activity intentionally to interfere with(2), disrupt(3) and (4) above, diminish or damage the business restrictions of this Section 9 shall continue during the CompanyEmployment Period and, or its relationship with any client, supplier or other business relationship upon termination of the Company.
(iii) During the Executive’s employment with the Company and during the for a period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly two (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A2) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)years thereafter.
Appears in 3 contracts
Sources: Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that agrees that, during the term of Executive’s employment with the Company prior to and after the Effective DateCorporation or its subsidiaries (including any period Executive is hired as a consultant, (i) the or any consecutive period in which Executive has had and will continue to have access to trade secrets and is employed by any other Confidential Information division, successor, assign, or related or affiliated entity of the CompanyCorporation or its subsidiaries), which, if disclosed, would unfairly and inappropriately assist in competition against for a period of twelve (12) consecutive months immediately following the Company; (ii) in the course of the date Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionterminates:
(i) During the Restricted Period, the Executive will notnot compete with the Corporation or its subsidiaries in any capacity, without the prior written consent of MFAincluding but not limited to, within the United Statesas an employee, manageofficer, operateagent, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemboard member, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withindependent contractor, owner, or serve consultant for any person or entity that engages in the same business as an officerthe Corporation within a fifty (50) mile radius of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, director▇▇▇▇▇ ▇▇▇▇▇▇, employee or consultant of, any Competitor.Michigan 49315;
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, not directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with contact any client, supplier account, or other customer (which, for purposes of this Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) for the purpose of soliciting business which would be considered competitive to the products and services provided by the Corporation or its subsidiaries, or for the purpose of inducing the person or entity to reduce, terminate or otherwise adversely alter its business relationship of with the Company.Corporation or its subsidiaries; and
(iii) During Executive will not either directly or indirectly induce any employee to leave the employ of the Corporation or its subsidiaries, or solicit the services of the Corporation’s employees, including employees of the Corporation’s subsidiaries.
(b) The Corporation and the Executive agree that the covenants made by Executive in this Section 9 have substantial value to the Corporation. A portion of any Severance Benefits paid pursuant to this Agreement is in consideration of the covenants made by Executive in this Section 9. The Corporation and the Executive agree that out of any Severance Benefits paid, an amount equal to Executive’s highest annual base salary in effect during the twelve (12) month period prior to termination of Executive’s employment with shall be in consideration of and shall be allocated to the Company and during the period commencing on the Executive’s date covenants of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii9.
(c) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation For purposes of this Section 7(b)(iii)9, the Corporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, whether by purchase, merger, consolidation or otherwise.
Appears in 3 contracts
Sources: Management Continuity Agreement (O a K Financial Corp), Management Continuity Agreement (O a K Financial Corp), Management Continuity Agreement (O a K Financial Corp)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that during the Executive’s employment with Confidential Information that Executive has already received and will receive is valuable to the Company prior to and after the Effective Date, (i) the Executive has had that its protection and will continue to have access to trade secrets and other Confidential Information maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter during the period described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the Company. Notwithstanding the restrictions set forth above, Company acknowledges and accepts that Executive has existing investments in various patent assets and Executive represents and warrants that the management of those assets will not interfere in any manner with the management of the Company and Executive’s responsibilities to Company and he will not assume ownership, control or management of any additional investments in any patents assets or other assets that are deemed to be competitive to Company (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company);
(2) Recruit, solicit or hire, or its relationship with attempt to recruit, solicit or hire, any clientemployee, supplier or other business relationship independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company., with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(iii4) During Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere in any way with the business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation including upon expiration of this Section 7(b)(iiiAgreement).
Appears in 3 contracts
Sources: Executive Employment Agreement (Marathon Patent Group, Inc.), Executive Employment Agreement (Marathon Patent Group, Inc.), Executive Employment Agreement (Marathon Patent Group, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Corporation and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the CompanyCorporation, whichto be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Corporation, if disclosedits affiliates and/or its clients or customers are or are intended to be sold, would unfairly provided, licensed and/or distributed to customers and inappropriately assist clients in competition against and throughout the Company; United States (iithe “Territory”) (to the extent the Corporation comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Confidential Information of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of of, the Company from unfair and inappropriate competition:Corporation, its affiliates and/or its clients or customers.
(ib) During the Restricted Period, the The Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two percent (2%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the CompanyCorporation;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Corporation, with whom the Corporation had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Corporation, or if any such customer elects to move its relationship business to a person other than the Corporation, provide any services (of the kind or competitive with the Business of the Corporation) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any clientrelationship, supplier contractual or otherwise, between the Corporation and any other business relationship party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company.
Corporation to discontinue or reduce its business with the Corporation or otherwise interfere in any way with the Business of the Corporation. With respect to the activities described in Paragraphs (iii2), (3) During and (4) above, the restrictions of this Section 14(b) shall continue beyond the Employment Period until two years following the termination of this Agreement or of the Executive’s employment with the Company and during Corporation, whichever occurs later. Furthermore, if the period commencing on the Corporation terminates Executive’s date employment for Cause or if Executive terminates his employment without Good Reason, then the restrictions of this Section 14(b) shall continue with respect to the activities described in Paragraph (1), above, beyond the Employment Period until one year following the termination of employment for any reason and ending on the second anniversary this Agreement or of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliatesthe Corporation, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)whichever occurs later.
Appears in 3 contracts
Sources: Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges hereby covenants and agrees that during the Executive’s employment with and for a period of one (1) year following the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during either the Restricted PeriodCompany or the Executive for any reason, the Executive would inevitably use or disclose such trade secrets and Confidential Information; shall not (iiii) perform services which are substantially similar and/or equivalent to the Company has substantial relationships with its customers and services being performed by the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued during his employment with the Company, individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity (each, a “Competing Entity”) that owns, operates, acquires or develops multi-family residential properties within one or more states where the compensation and benefits provided to Company’s properties, at the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and time of the Executive’s being granted access termination, are located and which Competing Entity has total assets in excess of $200,000,000 as of the most recently completed quarter prior to the customersExecutive's termination, trade secrets and which value shall be calculated in accordance with generally accepted accounting principles; (ii) directly or indirectly solicit any customer or client of the Company (other Confidential Information than on behalf of the Company, ) with respect to the business described in subsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or affiliated entities to leave the employ of the Company or affiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the following restrictions on set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s activities during agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and after enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s employment are necessary, appropriate obligations under this Section 10.1 shall terminate and reasonable to protect the goodwill, Confidential Information be of no further force and other legitimate interests of effect if the Company from unfair and inappropriate competition:
(i) During shall fail to make the Restricted Period, payments to the Executive will not, without the prior required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that notice from the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorsuch non-payment.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 3 contracts
Sources: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. 8.1 During the Restricted Period (as defined below), the Executive shall not, in the geographical area in which the Company does business or has done business at the time of his employment termination, engage in any business or enterprise that would be competitive with any business of the Segment (or, after the Separation, PubCo) in existence as of the Date of Termination (a “Competitive Business”). This obligation shall preclude any involvement in a Competitive Business, whether on a direct or indirect basis, and whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the passive holder of not more than 1% of the outstanding stock of a publicly-held company. Notwithstanding the foregoing and notwithstanding any other non-competition restrictions the Executive is asked to execute in the future, if the Executive is considering employment or other involvement with another business or enterprise that would be potentially deemed a Competitive Business during the Restrictive Period (as defined below), the Company will consider in good faith any request the Executive makes of the Company to be released from the Executive’s Non-Compete Restrictions in connection with potentially accepting such alternative employment. The Company will not unreasonably deny such a request. The Executive acknowledges that, in addition to the non-compete restrictions set forth in this Section 8.1, he may become subject to similar non-competition restrictions in the future, including in connection with future equity grants (collectively these non-competition provisions are referred to as the “Non-Compete Restrictions”). Those Non-Compete Restrictions shall be no more restrictive upon the Executive (whether in time, geography, or scope) than, and shall be amended to mirror, the Non-Compete Restrictions set forth herein.
8.2 During the Restricted Period, the Executive shall not, directly or indirectly, either alone or in association with others, (a) solicit, recruit, induce, attempt to induce or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce or attempt to induce any employee of the Segment (or, after the Separation, PubCo) to leave the employ of the Segment (or, after the Separation, PubCo), or (b) solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, any person who is employed by the Segment (or, after the Separation, PubCo) or who was employed by the Segment (or, after the Separation, PubCo) at any time during the term of the Executive’s employment with the Company or PubCo, provided that this clause (b) shall not apply to any individual whose employment with the Company (or, after the Separation, PubCo) has been terminated for a period of six (6) months or longer.
8.3 During the Restricted Period, the Executive shall not, directly or indirectly, either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or take away, or permit any organization directly or indirectly controlled by the Executive to solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Segment (or, after the Separation, PubCo), which were contacted, solicited or served by the Segment (or, after the Separation, PubCo) at any time during the Executive’s employment with the Company prior to and (or, after the Effective DateSeparation, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iiiPubCo).
Appears in 3 contracts
Sources: Employment Agreement (Revelyst, Inc.), Employment Agreement (Outdoor Products Spinco Inc.), Employment Agreement (Vista Outdoor Inc.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that during the Executive’s employment with Confidential Information that Executive has already received and will receive is valuable to the Company prior to and after the Effective Date, (i) the Executive has had that its protection and will continue to have access to trade secrets and other Confidential Information maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the Company;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its relationship business to a person other than the Company, provide any services (of the kind or competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any clientrelationship, supplier contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business relationship with the Company or otherwise interfere in any way with the business of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 3 contracts
Sources: Executive Employment Agreement (CES Synergies, Inc.), Executive Employment Agreement (CES Synergies, Inc.), Executive Employment Agreement (CES Synergies, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that agrees that, during the term of Executive’s employment with the Company prior to and after the Effective DateCorporation or its subsidiaries (including any period Executive is hired as a consultant, (i) the or any consecutive period in which Executive has had and will continue to have access to trade secrets and is employed by any other Confidential Information division, successor, assign, or related or affiliated entity of the CompanyCorporation or its subsidiaries), which, if disclosed, would unfairly and inappropriately assist in competition against for a period of twelve (12) consecutive months immediately following the Company; (ii) in the course of the date Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionterminates:
(i) During the Restricted Period, the Executive will notnot compete with the Corporation or its subsidiaries in any capacity, without the prior written consent of MFAincluding but not limited to, within the United Statesas an employee, manageofficer, operateagent, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemboard member, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withindependent contractor, owner, or serve consultant for any person or entity that engages in the same business as an officerthe Corporation within a fifty (50) mile radius of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, director▇▇▇▇▇ ▇▇▇▇▇▇, employee or consultant of, any Competitor.Michigan 49315;
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, not directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with contact any client, supplier account, or other customer (which, for purposes of this Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) for the purpose of soliciting business which would be considered competitive to the products and services provided by the Corporation or its subsidiaries, or for the purpose of inducing the person or entity to reduce, terminate or otherwise adversely alter its business relationship of with the Company.Corporation or its subsidiaries; and
(iii) During Executive will not either directly or indirectly induce any employee to leave the employ of the Corporation or its subsidiaries, or solicit the services of the Corporation’s employees, including employees of the Corporation’s subsidiaries.
(b) The Corporation and the Executive agree that the covenants made by Executive in this Section 12 have substantial value to the Corporation. A portion of any Severance Benefits paid pursuant to this Agreement is in consideration of the covenants made by Executive in this Section 12. The Corporation and the Executive agree that out of any Severance Benefits paid, an amount equal to Executive’s highest annual base salary in effect during the twelve (12) month period prior to termination of Executive’s employment with shall be in consideration of and shall be allocated to the Company and during the period commencing on the Executive’s date covenants of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii12.
(c) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation For purposes of this Section 7(b)(iii)12, the Corporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, whether by purchase, merger, consolidation or otherwise.
Appears in 3 contracts
Sources: Employment Agreement (O a K Financial Corp), Employment Agreement (O a K Financial Corp), Employment Agreement (O a K Financial Corp)
Non-Competition and Non-Solicitation. The Executive acknowledges For a two (2) year term following the Closing Date (the “Restricted Period”), the Seller hereby agrees and undertakes in favour of each of the Buyer and ▇▇▇▇▇ as well as their successors and assigns (collectively, the ”Beneficiaries”) that during it will not, directly or indirectly:
(a) engage in the Executive’s employment business of providing managerial and/or agency services to creators, influencers, or social media personalities (a “Competing Business”), either as a provider of services or as the owner, partner or participant of any interest in any business or entity, anywhere within the territory of Canada and the United States; provided, however, that ownership of securities having no more than 5% of the outstanding voting power of any entity which is listed on any stock exchange shall not be deemed to be in violation of this section as long as the person owning such securities has no other connection or relationship with such entity;
(b) the Seller will not directly or indirectly, solicit, initiate or participate in discussions or otherwise contact any past, current or prospective customer of the Buyer or ▇▇▇▇▇ (each, a “Client”) for the purposes of offering or selling goods, products or services in connection with a Competing Business or incite the said Client to amend or sever its business relationship with the Company prior Buyer or ▇▇▇▇▇; or
(c) hire or solicit, or in any way entice any employee or consultant of the Buyer or ▇▇▇▇▇ to leave his or her employment with, or otherwise amend or terminate the terms of its relationship with, the Buyer or ▇▇▇▇▇. The Seller acknowledge that the covenants set forth in this Section 9 are an essential element of this Agreement and after that, but for the Effective Dateagreement of the Seller to comply with these covenants, the Buyer would not have entered into this Agreement. The Seller further expressly acknowledges hereby that: (i) the Executive has had restrictive covenants contained in this Section 9 are both necessary and will continue to have access to trade secrets and other Confidential Information reasonable for the protection of the Companylegitimate business interests of the Beneficiaries, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course execution of this Section 9 reflects the desire and intent of the Executive’s employment by a Competitor during Parties that such provisions be upheld in their entirety and that the Restricted Period, Beneficiaries have the Executive would inevitably use or disclose such trade secrets full benefit of same; and Confidential Information; (iii) the Company has substantial relationships with its customers and covenants of the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill Seller contained in this Section 9 were a material inducement for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or Buyer to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was the Agreement and are an employee integral part of MFA or its affiliates within this Agreement and the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply principles of law to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant be applied to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation interpretation of this Section 7(b)(iii)9 are those that apply to restrictive covenants given by a seller on the sale of a business.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s 's employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company's Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, which, if disclosed, would unfairly and inappropriately assist in competition against account or business partner belongs exclusively to the Company; (ii) in , including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the course Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Executive’s employment by a Competitor during the Restricted PeriodCompany depends upon his/her use of such skills on its behalf. In recognition of this, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companysix (6) months thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Board, within (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the United States, manage, operate, control Company or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or that were under active development by the NASDAQ National Market SystemCompany during the Term, provided that nothing herein shall prohibit the Executive from (i) owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not own more than five percent exceed 3% of the outstanding shares of any publicly traded company) an such corporation or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During after termination of his/her employment (x) participating in the Restricted Periodbusiness of a separately managed and operated division, subsidiary or affiliate of a Competitor, provided that such division, subsidiary or affiliate does not offer Competitive Services and the Executive will nothas no business communications with employees of any division, without subsidiary or affiliate of the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate or (y) becoming affiliated with an entity that is not a Competitor but that is subsequently acquired by or merged with a Competitor, provided that, following such acquisition or merger, s/he is participating in the business of a separately managed and operated division, subsidiary or affiliate of the Competitor that does not offer Competitive Services and s/he has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate.
(b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, or its relationship with any client, supplier or other business relationship of absent prior written consent to do so from the Company.
(iiic) During the Executive’s employment Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company and during or refrain from establishing or expanding a relationship with the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company.
Appears in 2 contracts
Sources: Employment Agreement (Predictive Systems Inc), Employment Agreement (Predictive Systems Inc)
Non-Competition and Non-Solicitation. 11.1 The Executive Employee acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Employee’s position of the Executive’s employment by a Competitor during the Restricted PeriodVice President – Finance, the Executive would inevitably use or disclose such trade secrets Employee occupies a position of trust and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceableconfidence. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees The Employee understands that the following restrictions on may limit the ExecutiveEmployee’s activities during and after ability to earn a livelihood in a business which, directly or indirectly, compete with the Executive’s employment are necessaryCompany. However, appropriate and reasonable to protect the goodwill, Confidential Information Employee agrees that the Employee will receive sufficient consideration and other legitimate interests benefits as an Employee of the Company to clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from unfair earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and inappropriate competition:
(i) During valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for the Restricted PeriodPeriod (as defined below), the Executive Employee will not, without the prior written consent except as specifically provided below, anywhere in any county of MFA, any state within the United Statesgeographic boundaries of the Company’s operations, managewhich, operatefor the purposes of any event occurring prior to the Date of Termination, control shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or be connected after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (the “Restricted Territory”), directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity: (a) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or solid waste landfill; or (b) enter the employ as a stockholder manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (other than c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemsole proprietor, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withpartner, or serve as an shareholder, officer, director, employee principal agent or consultant oftrustee; provided, any Competitor.
(ii) During however, that the Restricted Period, the Executive will not, without the prior written consent of MFAEmployee may own, directly or indirectly (individuallyindirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or through a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or on behalf indirectly, own Two Percent (2%) or more of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business class of the Company, or its relationship with any client, supplier or other business relationship securities of the Company.
(iii) During the Executive’s employment with the Company and during such business. The term “Restricted Period” shall mean the period commencing on the Executive’s date of termination of employment for any reason Effective Date and ending on the second first anniversary of the Executive’s termination Date of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Termination.
Appears in 2 contracts
Sources: Employment Agreement (Waste Connections, Inc.), Employment Agreement (Waste Connections, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent Group and that its protection and maintenance constitutes a legitimate business interest of the Parent Group, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent Group’s Business (as defined in Section 12(b)(1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, any member of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against Parent Group and/or such member’s clients or customers. The provisions of this Section 12 shall survive the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Board, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(i) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent Group’s “Business” shall mean research, development, techniques and technology in any manner involving or related to the separation of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.isotopes;
(ii) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent Group to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent Group;
(iii) Attempt in any manner to solicit or accept from any customer of the Parent Group, with whom Executive had significant contact during Executive’s employment by the Parent Group (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent Group with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent Group, or in if any such customer elects to move its business to a person other capacity)than the Parent Group, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent Group for such customer, or its relationship have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent Group; or
(iv) Interfere with any clientrelationship, supplier contractual or otherwise, between the Parent Group and any other business relationship party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company.
Parent Group, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent Group for the purpose of competing with the Business of the Parent Group. With respect to the activities described in Paragraphs (i), (ii), (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment(iv) above, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)12(b) shall continue during the term of this Agreement and for a period of one (1) year thereafter.
Appears in 2 contracts
Sources: Executive Employment Agreement (ASP Isotopes Inc.), Executive Employment Agreement (ASP Isotopes Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets The Company and other Confidential Information the Company and that its protection and maintenance constitutes a legitimate business interest of The Company and the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s and The Company’s business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
i.) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. For purposes hereof, the term “Business” shall mean the sales and service of satellite voice and data equipment;
ii.) Recruit, solicit or its relationship hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company;
iii.) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
iv.) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (i), (ii), (iii) During and (iv) above, the restrictions of this Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to Section 5 for a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees period of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)one (1) year thereafter.
Appears in 2 contracts
Sources: Employment Agreement (Orbital Tracking Corp.), Employment Agreement (Orbital Tracking Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G- protein coupled Receptor (LGR) expressing cells and any publicly traded company) and all inventions, technology and trade secrets related thereto or partner witha result of the services of Employee hereunder, as well as all activities that involve the making, use or serve as an officer, director, employee or consultant of, any Competitorlicensing thereof.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or in if any such customer elects to move its business to a person other capacity)than the Parent, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Parent and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.
Appears in 2 contracts
Sources: Executive Employment Agreement (Polarityte, Inc.), Executive Employment Agreement (Polarityte, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair and inappropriate competition:Employee’s employment hereunder for the time periods specified below.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than 5% (five percent)of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
(i) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Corporation, as defined in the next sentence. “Business” shall mean the development and sale of any publicly traded company) lighter than air and heavier than air tethered aerostats or partner with, or serve as an officer, director, employee or consultant of, any Competitordrones.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Safe Pro Group Inc.), Employment Agreement (Safe Pro Group Inc.)
Non-Competition and Non-Solicitation. The Executive (a) Employee acknowledges that during the Executive’s employment in connection with the Company prior to and after the Effective Datehis employment, (i) the Executive he has had and will continue to have access to specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other Confidential Information, goodwill and trade secrets that were among the assets of the Company prior to the Effective Date. Employee acknowledges his expertise and specialized knowledge of research and development, and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and . Employee will continue to have access to these customers; (iv) the Executive has generated obtain and will continue to generate goodwill for develop specialized knowledge of Confidential Information of the Company and its affiliates and the business of the Company through his continued involvement in the course business of the ExecutiveCompany, including his employment under this Agreement, and that such Confidential Information will enable Employee to irreparably injure the Company if Employee should engage in unfair competition. The Company’s employment promise to provide Employee with this Confidential Information is an essential part of the Company’s agreement to employ Employee pursuant to this Agreement.
(b) Ancillary to and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the ExecutiveCompany’s continued promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Company and its affiliates will continue to develop and/or receive and that Employee will have access to during his employment with the Company, of and to ensure the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information protection of the Company’s and its affiliates’ Confidential Information during Employee’s employment and thereafter, Employee agrees and covenants that during the Executive agrees period of his employment and until the date that the following restrictions on the Executive’s activities during and is twelve (12) months after the Executivetermination of Employee’s employment are necessaryfor any reason whatsoever, appropriate and reasonable to protect whether voluntary or involuntary (the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i“Restrictive Period”) During the Restricted Period, the Executive he will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent approval of the outstanding shares of any publicly traded companyCompany:
(i) or partner withacquire a financial interest in, engage in, act for, be employed by, provide services to, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFAcontract with, directly or indirectly (individuallywhether individually or as a partner, or through or on behalf of another entity as ownerofficer, partnermanager, employee, agent, employeerepresentative, consultantdirector, owner, trustee, or other investor of or in, whether as an independent contractor, consultant or advisor, or as a sales representative or distributor of any kind) with respect to a Competitive Business;
(ii) solicit or encourage, directly or indirectly and in any other capacity), engage in any activity intentionally employee of the Company to interfere with, disrupt, diminish or damage leave the business employment of the Company, or its relationship with any client, supplier or other business relationship of the Company.;
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment employ or solicit for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or and in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA the Company during the 6-month period preceding the date of Employee’s termination from the Company, unless such employee was no longer employed by the Company or its affiliates within and is not subject to a non-competition or similar agreement in favor of the six Company or its affiliates at the time of the solicitation and/or employment; and
(iv) solicit or encourage, directly or indirectly and in any capacity, any individual consultant then under contract with the Company to cease work with the Company;
(v) contact, directly or indirectly and in any capacity, any customer, supplier, contractor or subcontractor or prospective customer, supplier, contractor or subcontractor of the Company or its affiliates (1) with whom Employee has had contact on behalf of the Company or its affiliates during the 12-month period preceding the date of Employee’s termination, or (2) about whom Employee has obtained Confidential Information in connection with such action; provided thatEmployee’s employment during such 12-month period, or (3) with whom employees reporting to Employee have had personal contact or dealings on behalf of the Company during the 12-month period preceding the date of Employee’s termination, so as to cause or attempt to cause such customer, supplier, contractor or subcontractor or prospective customer, supplier, contractor or subcontractor not to do business with or to reduce business with the Company or its affiliates or divert any business from the Company or its affiliates with respect to a Competitive Business. Nothing contained in this Section 4.1 shall prohibit Employee from (x) this acquiring, solely as an investment and through market purchases, securities of any entity which is registered under Section 7(b)(iii12(b) or 12(g) of the Securities and Exchange Act of 1934 and which are publicly traded, so long as Employee is not part of any control group of such entity and such securities, including converted securities, do not constitute more than 1% of the outstanding voting power of that entity; or (y) rendering services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Permitted Company that is not in competition with a Competitive Business. Notwithstanding the foregoing, the restrictions set forth in Section 4.1(b)(i) shall not apply if the benefit amounts payable to any administrative employee Employee as a Participant in the Kraton Performance Polymers, Inc. Executive Severance Program in the event of MFA or its affiliates or any person who was an administrative employee Employee’s termination of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire employment from the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve Company are materially reduced after the Executive, shall not be a violation of this Section 7(b)(iii)Effective Date.
Appears in 2 contracts
Sources: Non Competition Agreement, Employee Confidentiality and Non Competition Agreement (Kraton Performance Polymers, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair Employee’s employment hereunder for a period of 3 months after the termination of Employee’s employment for whatever reason, and inappropriate competition:regardless of whether the termination is voluntary or involuntary, within the Territory.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than five (5%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity except for and with any entities in which Employee is currently affiliated or associated with or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner withCorporation, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During defined in the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business next sentence. “Business” shall mean mobile satellite products and services sector of the Company, or its relationship with any client, supplier or other business relationship of the Companyglobal communications industry.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s 's employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company's Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, which, if disclosed, would unfairly and inappropriately assist in competition against account or business partner belongs exclusively to the Company; (ii) in , including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the course Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Executive’s employment by a Competitor during the Restricted PeriodCompany depends upon his use of such skills on its behalf. In recognition of this, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companyone (1) year thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Board, within (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the United States, manage, operate, control Company or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or that were under active development by the NASDAQ National Market SystemCompany during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not own more than five percent exceed 3% of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorsuch corporation.
(iib) During the Restricted PeriodTerm, and for a period of one (1) year thereafter, the Executive will notmay not entice, without solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of MFAone (1) year thereafter, the Executive may not, directly or indirectly (individuallyindirectly, entice, solicit or through encourage any customer, prospective customer, vendor, strategic partner or on behalf business associate of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally the Company to interfere with, disrupt, diminish or damage the cease doing business of with the Company, or reduce its relationship with any client, supplier the Company or other business refrain from establishing or expanding a relationship of with the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions, and other Confidential Information (including trade secrets), and further acknowledges that during the course of the Executive’s 's employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company's Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course . In recognition of the Executive’s employment by a Competitor during the Restricted Periodthis, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companytwo (2) years thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Company, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve whether as an officeremployee, directoragent, employee or consultant ofservant, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, independent contractor, representative, stockholder or in any other capacitycapacity whatsoever) participate in any business that offers products or services directly competitive with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or be employed by an entity engaging in a Business during the two year post-employment non-competition period if he works for a independently-managed and operated subsidiary, affiliate or division of such entity that does not engage in a Business and does not perform any activity intentionally services for the aspects of such entity engaging in a Business. Nothing herein shall prevent the Executive from acquiring or owning 3% or less of any publicly-traded class of securities so long as the Executive holds such securities as a passive investment.
(b) During the Term, and for a period of two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to interfere with, disrupt, diminish leave the employ of the Company or damage the business of any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Company. During the Term, and for a period of two (2) years thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of the Company to cease doing business with the Company, reduce its relationship with any clientthe Company or refrain from establishing or expanding a relationship with the Company, supplier or other business relationship of absent prior written consent to do so from the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Jupiter Media Metrix Inc), Employment Agreement (Jupiter Media Metrix Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Corporation, as defined in the next sentence. “Business” shall mean the development and sale of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorlighter than air and heavier than air tethered aerostats.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) i. During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) . During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) . During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that by virtue of his position in the Company, he is familiar with and in possession of the Company’s trade secrets, customer information and other Confidential Information which are valuable to the Company and that their goodwill, protection and maintenance constitute a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers.
(b) The Executive hereby agrees and covenants that he shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than five percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior and for a period equal to and after the Effective Date, (i) one year following the Executive has had and will continue to have access to trade secrets and other Confidential Information termination of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course this Agreement or of the Executive’s employment by a Competitor during pursuant to Section 11(c) or 11(f)(i) of this Agreement, or (ii) three months following the Restricted Period, the Executive would inevitably use termination of this Agreement or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment pursuant to Section 11(e) or 11(f)(ii) of this Agreement (provided that the Company must timely and (v) fully pay the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided three months’ base salary severance payment to the Executive under in order for this AgreementSubsection to be applicable), of MFA’s agreement to make severance benefits available pursuant to Section 5in the Geographic Boundary: engage, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United Statesown, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, or its relationship with any client, supplier or other business relationship . The “Business of the Company.
(iii) During ” is defined as the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates Internet video industry within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Geographic Boundary.
Appears in 2 contracts
Sources: Employment Agreement (GoFish Corp.), Employment Agreement (GoFish Corp.)
Non-Competition and Non-Solicitation. The Executive acknowledges hereby covenants and agrees that during the Executive’s employment with and for a period of one (1) year following the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted PeriodCompany without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive would inevitably use shall not (i) perform services as an executive officer of a real estate investment trust that competes with the Company (i.e., owns multi-family apartment at least half of which are located within one hundred miles of apartment communities owned by the Company) in the ownership and operation of multi-family residential real estate (each, a “Competing Entity”) or disclose such trade secrets and Confidential Information(ii) directly or indirectly solicit any customer or client of the Company (other than on behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company has substantial relationships with its customers or affiliated entities to leave the employ of the Company or affiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has had carefully read and will considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to have access be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to these customers; (ivthe time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive has generated and will continue required by Section 7 and/or Section 8 of this Agreement after failing to generate goodwill for cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive commences employment with a Competing Entity, the Company in shall, effective on the course of date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive required by Section 7 and/or Section 8 of this Agreement and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided shall thereafter have no further obligation to make any payments to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges In order to protect the Company Entities’ Proprietary Information and good will, while I am employed by the Company and for a period of twelve (12) months following the termination of my employment for any reason, except as provided in the last two sentences of this Section 8, I agree that I will not directly or indirectly: (a) perform the same or similar services in the Restricted Area (as defined below) for any Competitor (as defined below) as those I performed for the Company Entities during the Executive’s my employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (iib) engage in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company become employed in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withcapacity by, or serve as become an officer, director, employee agent, consultant, contractor, shareholder or consultant ofpartner of any partnership, corporation or entity that at the time of my engagement is engaged in, or is planning to engage in, the Business, unless I am engaged solely by a division or affiliate of such partnership, corporation or entity that does not engage in the Business and the entity or division, as applicable, which engages in the Business represents no more than 10% of such entity’s (or, in case of an affiliate, the entire controlled group’s) annual revenues and I am not involved, directly or indirectly, in any plans to engage in the Business, or I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any Competitor.
) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or serviced for the Company Entities (or for Accenture but only with respect to a client or customer who continued to be a client or customer of the Company after the Closing) during my employment or, on or following my termination date, within the two years prior to my termination date; (ii) During the Restricted Periodcall upon, the Executive will notsolicit, without the prior written consent of MFA, directly or indirectly (individuallycontact, or through provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business of the Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or any activities by me permitted by the Carve-out. I recognize and agree that as part of my job duties and responsibilities, I will be providing services for or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Company Entities that are coextensive with the entire geographic scope of the CompanyCompany Entities’ business, or its relationship with any client, supplier or other business relationship and that because of the Company.
(iii) During global nature and scope of these executive duties and responsibilities and because of the Executive’s employment with global nature and scope of the Company Entities’ business and during the period commencing their focus on the Executive’s date Business, my performance of termination of employment for any reason my duties and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall responsibilities is not apply tied to any administrative employee of MFA specifically designated territory or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)geographic region.
Appears in 2 contracts
Sources: Employment Agreement (Duck Creek Technologies, Inc.), Employment Agreement (Duck Creek Technologies, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges (i) Employee agrees that Employee shall not, except with the Company’s express prior written consent, at all times during the Executive’s employment with the Company prior to and after the Effective Datefor a period of [twelve (12)] months following termination of employment (whether terminated for any reason or no reason, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of by Employee or the Company), whichdirectly or indirectly (including through employment with or consulting for investment funds), if disclosedengage in any business involving the development, would unfairly and inappropriately assist in competition against construction or operation of any modular, mid-scale liquefied natural gas export facilities globally (the Company; (ii) “Business”), where Employee’s engagement in the course of the ExecutiveBusiness involves contributing Employee’s employment by a Competitor during the Restricted Periodknowledge, the Executive would inevitably use directly or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Thereforeindirectly, in consideration of the Executive’s continued employment with the Companywhole or in part, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officeremployee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, employee stockholder, officer, volunteer, intern, or consultant ofany other similar capacity to an entity engaged in the Business; such prohibited activity also includes activity that may require or inevitably require disclosure of Trade Secrets, proprietary information, or Confidential Information. However, this Section 1(c)(i) shall not be deemed to prohibit Employee from employment at any Competitormultinational, integrated oil and gas company that has investments in liquefied natural gas export facilities so long as Employee’s duties are not related to the Business.
(ii) During The foregoing restrictions shall apply to Employee’s activities anywhere in the Restricted Periodworld, except as otherwise set forth herein. Notwithstanding the foregoing, for employees whose primary place of employment is in Louisiana, the Executive will notterm “Business” is limited to Businesses located in Cameron, without the prior written consent of MFA, directly or indirectly (individuallyCalcasieu, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the CompanyPlaquemines parishes.
(iii) During Employee agrees that Employee shall not, except with the ExecutiveCompany’s express prior written consent, at all times during employment with the Company and during the for a period commencing on the Executive’s date of six (6) months following termination of employment (whether terminated for any reason or no reason, by the Employee or the Company), own any interests in any company involved in the Business and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFAwhich is competitive, directly or indirectly indirectly, with any Business carried on by the Company; provided, however, that this Section 1(c)(iii) shall not be deemed to prohibit the direct or indirect ownership by Employee of up to one percent (individually1%) of the outstanding equity interests of any public company.
(iv) Employee agrees that Employee shall not, except with the Company’s express prior written consent, at all times during employment with the Company and for a period of six (6) months following termination of employment (whether terminated for any reason or through no reason, by the Employee or on behalf the Company), for the benefit of another any entity as owner, partner, agent, employee, consultant, or in any other capacityperson (including Employee), (A) solicit, encourageinduce, or engage in any activity to induce encourage any employee of MFA the Company, or any of its affiliates affiliates, to terminate leave the employment with MFA of the Company or its affiliates, where such employee was employed by the Company or an affiliate within the twelve (12) months prior to become employed byEmployee’s termination, or to enter into a business relationship with, any other person or entity; or (B) solicit, induce, or encourage any customer, client, or independent contractor of the Company, or any of its affiliates, to cease or reduce its business with or services rendered to the Company or its affiliates, where such customer, client, or independent contractor was engaged with the Company or an affiliate within the twelve (12) months prior to Employee’s termination, or (C) hire (on behalf of Employee or retain any person other person) any employee or independent contractor who was an employee has left the employment or other service of MFA the Company or its affiliates within one (1) year of the six month period preceding termination of such action; provided thatemployee’s employment, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire independent contractor’s engagement, with the Executive and that does not directly or indirectly target current or former employees of MFA Company or its affiliates, where such employee or independent contractor was employed or engaged by a headhunter employed the Company or an affiliate within the twelve (12) months prior to Employee’s termination; provided, however, that nothing in this Section 1(c)(iv) shall prohibit Employee from being involved with general solicitations for employment or in hiring anyone who responds to such solicitations. Notwithstanding the foregoing, for employees whose primary place of employment is in Louisiana, subsection (c)(iv)(B) is limited to Cameron, Calcasieu, or Plaquemines parishes. This Section 1(c)(iv) explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by such entityemail, which regular mail, express mail, telephone, fax, instant message, and social media (whether or not in either case does not involve existence at the Executivetime of entering into this Agreement). However, shall it will not be deemed a violation of this Section 7(b)(iii)Agreement if Employee merely updates Employee’s LinkedIn profile or connects with a covered employee, customer, client, or contractor on social media, without engaging in any other substantive communication, by social media or otherwise, that is prohibited by this Section.
Appears in 2 contracts
Sources: Restrictive Covenant Agreement (Venture Global, Inc.), Restrictive Covenant Agreement (Venture Global, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or business in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competition with the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company and during for the period commencing on purpose of competing with the Executive’s date of termination of employment for any reason and ending on the second anniversary business of the Executive’s termination of employment, Company. With respect to the Executive will not, without the prior written consent of MFA, directly or indirectly activities described in Paragraphs (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter.
Appears in 2 contracts
Sources: Executive Employment Agreement (Healthtech Solutions, Inc./Ut), Executive Employment Agreement (Healthtech Solutions, Inc./Ut)
Non-Competition and Non-Solicitation. The Executive acknowledges that during (a) For the Executive’s employment with the Company prior to and after the Effective DateTerm of this Agreement, none of (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the CompanyNCIC, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted PeriodNPLP, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; any Subsidiary of NCIC or NPLP, or (iv) the Executive has generated and will continue to generate goodwill any successor or assign of NCIC or NPLP or their respective Subsidiaries, except for the Company in the course any successor or assign of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided NCIC or NPLP or their respective Subsidiaries pursuant to the Executive under this Agreementmerger described in Section 2(c)(i) hereof, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity)indirectly, engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the CompanyBusinesses within the Territory; provided, however, that nothing contained herein shall prohibit NCIC or NPLP from (A) owning, directly or indirectly, less than 5% of any class of voting securities of any company engaged in any of the Businesses, unless such company would become a Subsidiary of NCIC or NPLP as a result of the acquisition of such voting securities, (B) directly or indirectly acquiring a business which engages in any of the Businesses or in any portion thereof if the assets of such competing business constitute 20% or less of the gross assets, on a historical cost basis, of a larger business so acquired by NCIC or NPLP, or its relationship with (C) acquiring a business that engages in any client, supplier or other business relationship of the CompanyBusinesses with the Territory if the assets of such business constitute more than 20%, but not more than 50% of the gross assets, on a historical cost basis, of a larger business so acquired by NCIC or NPLP provided that (1) NCIC or NPLP, as applicable, disposes of such competitive business within one (1) year of its acquisition by NCIC or NPLP and (2) NCIC or NPLP, as applicable, first offers to NRFC in writing the right to acquire such competitive business before offering to sell such competitive business to a third party and may only sell such competitive business to another party if after thirty days (30) NRFC determines not to acquire such business, provided that, the terms of the sale to any third party may not be materially more favorable than the terms offered to NRFC.
(iiib) During For the Executive’s Term of this Agreement, NCIC and NPLP shall not and shall cause any Subsidiary or Affiliate of NCIC or NPLP not to solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any individual who currently is or at any time during the Term shall be an Officer to do anything from which NCIC, NPLP and their respective Subsidiaries and Affiliates are restricted from doing by reason of this Agreement, including to terminate such Officer's employment with NRFC, NFRLP or their respective Subsidiaries or to become an officer, director or employee of NCIC, NPLP or their respective Subsidiaries; and NCIC and NPLP shall not and shall cause any Subsidiary or Affiliate of NCIC or NPLP not to approach any such Officer for such purpose or authorize or participate in the Company and during the period commencing on the Executive’s date taking of termination of employment for such actions by any reason and ending on the second anniversary other Person or assist or participate with any such Person in taking such action.
(c) Nothing in this Agreement shall be interpreted as prohibiting a Person then engaged in any of the Executive’s termination Businesses from (i) merging with NCIC or NPLP or any Subsidiary of employmentNCIC or NPLP, provided that (1) the holders of NCIC or NPLP's outstanding equity interests prior to such merger hold, in their capacity as holders of equity interests of NCIC or NPLP, as applicable, less than 50% of the voting power of NCIC or NPLP's outstanding equity interests following such merger or, if NCIC or NPLP is not the surviving entity of such merger, the Executive will notsurviving entity's outstanding equity interests immediately following the merger, without and (2) after the prior written consent consummation of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity)such merger, (A) solicita majority of the Board of NCIC, encourageNPLP or the surviving entity, or engage in any activity to induce any employee as applicable, shall consist of MFA or its affiliates to terminate employment with MFA or its affiliatesindividuals other than Continuing Directors, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee the co-chief executive officers of MFA or its affiliates within NCIC as of the six month period preceding date hereof cease to serve in such action; provided thatcapacity, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iiiC).
Appears in 2 contracts
Sources: Non Competition Agreement (Northstar Realty), Non Competition Agreement (Northstar Realty)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (iithe "Geographic Boundary") (to the extent the Company comes to own or operate any material asset in other areas of the course United States during the term of the Executive’s employment by a Competitor during the Restricted Period's employment, the Executive would inevitably use or disclose definition of Geographic Boundary shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Geographic Boundary, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the The Executive will hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, within directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the United Statesoutstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive's employment with the Company and for a period equal to the greater of (i) one year (two years, if termination of this Agreement or of Executive's employment is pursuant to Section 12(f)(i) hereof) following the termination of this Agreement or of the Executive's employment with the Company or (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of this Agreement and of the Executive's employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Company. The "Business of any publicly traded company) or partner with, or serve the Company" is defined as an officer, director, employee or consultant of, any Competitorthe development and production of ethanol and other alternatives to petroleum-based fuels within the Geographic Boundary.
(ii) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business independent contractor of the CompanyCompany to leave the employment (or independent contractor relationship) thereof, whether or its relationship with not any client, supplier such employee or other business relationship of the Companyindependent contractor is party to an employment agreement.
(iii) During Attempt in any manner to solicit or accept from any customer of the Executive’s employment Company, with whom the Executive had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including; without limitation, any supplier, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company and during or otherwise interfere in any way with the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary Business of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company.
Appears in 2 contracts
Sources: Employment Agreement (Alternative Energy Sources Inc), Employment Agreement (Alternative Energy Sources Inc)
Non-Competition and Non-Solicitation. (1) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s Business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(i2) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded companyCompany;
(2) Recruit, solicit or partner withhire, or serve as an officerattempt to recruit, directorsolicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or consultant ofindependent contractor is party to an employment agreement, any Competitor.for the purpose of competing with the Business of the Company;
(ii3) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or Attempt in any other capacity), engage in manner to solicit or accept from any activity intentionally to interfere with, disrupt, diminish or damage the business customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business of the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its relationship business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any clientrelationship, supplier contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business relationship with the Company for the purpose of competing with the Business of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Executive Employment Agreement (SPK Acquisition Corp.), Executive Employment Agreement (SPK Acquisition Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any publicly traded company) and all inventions, technology and trade secrets related thereto or partner witha result of the services of Employee hereunder, as well as all activities that involve the making, use or serve as an officer, director, employee or consultant of, any Competitorlicensing thereof.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or in if any such customer elects to move its business to a person other capacity)than the Parent, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Parent and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.
Appears in 2 contracts
Sources: Executive Employment Agreement (Polarityte, Inc.), Executive Employment Agreement (Polarityte, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employmentemployment or December 31, 2021, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during 11.1 During the Executive’s employment with the Company prior to and after the Effective DateTerm, (i) the Executive has had and you will continue to have access to trade secrets and other Confidential Information not, directly or indirectly, engage in any of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionfollowing:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control work for or be connected in association with, in any way (including but not limited to as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemdirector, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) shareholder, or partner withor in any capacity whatsoever), or serve as an officer, director, employee carry on any business which is similar to or consultant of, any Competitor.directly or indirectly competes with Atlassian’s business;
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly enter into any arrangement or indirectly (individuallyagreement in relation to, or through or on behalf of another entity as ownerengage, partnerset up, agentpromote, employee, consultantfinance, or invest in any other capacity)a business, engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Companyventure, or its relationship company which deals with any client, supplier or other business relationship of offers the Company.same or similar products and/or services as Atlassian;
(iii) provide any know-how or technical assistance to any Person in relation to any business the same or similar to Atlassian’s business; or
(iv) engage in or agree to engage in any other act or thing analogous to the foregoing.
11.2 During the Executive’s employment with the Company Term and during the for a period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmenttwelve (12) months thereafter, the Executive you undertake that you will not, without the prior written consent of MFA, directly or indirectly (individuallyindirectly, interfere with, tender for, entice, approach, solicit or through deal with, hire or on behalf of another entity as ownerprocure or attempt to, partnerinduce, agent, employee, consultant, or in any other capacity), (A) solicitinfluence, encourage, or engage assist in doing any activity to induce of the foregoing acts, any representative, agent, contractor, consultant, customer, director, advisor, supplier, dealer, vendor, business associate, or employee of MFA or its affiliates Atlassian to terminate employment with MFA or its affiliatesquit, terminate, leave the service of, or cease to become employed byprovide service to Atlassian.
11.3 You agree and acknowledge that the obligations as stated in this Clause 11 are required in order to protect and maintain the confidentiality, business, and goodwill of Atlassian, and any breach of this will cause immense and irreparable harm, loss, damage, and injury to Atlassian, its employees, and its reputation and that monetary damages will not provide an adequate remedy to Atlassian. Accordingly, you agree that upon any such breach of this Clause 11, Atlassian, in addition to all other available remedies (including without limitation equitable relief), be entitled to injunctive relief, subject to provisions of Applicable Laws. No right, power, or remedy herein conferred on Atlassian is intended to enter into a business relationship with, be exclusive of any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided thatright, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliatespower, or remedy. Every right, power, and remedy will, to the extent permitted by a headhunter employed Applicable Law, be cumulative and in addition to every other right, power, and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise, and may be exercised from time to time and as often and in such order as may be deemed expedient by Atlassian.
11.4 You agree that the foregoing covenants in this Clause 11, including the time and other limitations with respect thereto, are reasonable and are required for the adequate protection of Atlassian’s business, and agree that such entity, which in either case does not involve limitations are reasonable with respect to the Executive, shall not be a violation business activities of this Section 7(b)(iii)Atlassian.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement
Non-Competition and Non-Solicitation. 11.1 The Executive Employee acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Employee’s position of the Executive’s employment by a Competitor during the Restricted PeriodVice President and Chief Tax Officer, the Executive would inevitably use or disclose such trade secrets Employee occupies a position of trust and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceableconfidence. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees The Employee understands that the following restrictions on may limit the ExecutiveEmployee’s activities during and after ability to earn a livelihood in a business which, directly or indirectly, compete with the Executive’s employment are necessaryCompany. However, appropriate and reasonable to protect the goodwill, Confidential Information Employee agrees that the Employee will receive sufficient consideration and other legitimate interests benefits as an Employee of the Company to clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from unfair earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and inappropriate competition:
(i) During valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for the Restricted PeriodPeriod (as defined below), the Executive Employee will not, without the prior written consent except as specifically provided below, anywhere in any county of MFA, any state within the United Statesgeographic boundaries of the Company’s operations, managewhich, operatefor the purposes of any event occurring prior to the Date of Termination, control shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or be connected after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (the “Restricted Territory”), directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity: (a) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or solid waste landfill; or (b) enter the employ as a stockholder manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (other than c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemsole proprietor, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withpartner, or serve as an shareholder, officer, director, employee principal agent or consultant oftrustee; provided, any Competitor.
(ii) During however, that the Restricted Period, the Executive will not, without the prior written consent of MFAEmployee may own, directly or indirectly (individuallyindirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or through a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or on behalf indirectly, own Two Percent (2%) or more of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business class of the Company, or its relationship with any client, supplier or other business relationship securities of the Company.
(iii) During the Executive’s employment with the Company and during such business. The term “Restricted Period” shall mean the period commencing on the Executive’s date of termination of employment for any reason Effective Date and ending on the second first anniversary of the Executive’s termination Date of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Termination.
Appears in 2 contracts
Sources: Employment Agreement (Waste Connections, Inc.), Employment Agreement (Waste Connections, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive will receive is valuable to the Company, its affiliates and/or its clients or customers, and that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is the offering through its online marketplace of high quality new, overstock, close-out and refurbished brand name consumer merchandise (the “Business of the Company”).
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior to and after for a period of one year following the Effective Datetermination of his employment for any reason, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companywhether voluntary or involuntary, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionGeographic Boundary:
(i) During the Restricted PeriodEngage, the Executive will not, without the prior written consent of MFA, within the United Statesown, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.Company;
(ii) During the Restricted PeriodSolicit, the Executive will notpersuade or induce any Customer: to terminate, without the prior written consent of MFAreduce or refrain from renewing, directly or indirectly (individuallyextending, or through entering into contractual or on behalf other relationships with the Company or to become a customer of another entity as owner, partner, agent, employee, consultant, or in enter into any contractual or other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any clientother individual, supplier person or other business relationship entity for the purpose of the Company.purchasing competitive products or services; or
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentRecruit, the Executive will nothire, without the prior written consent of MFAinduce, directly contact, divert or indirectly (individuallysolicit, or through attempt to recruit, induce, contact, divert or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA the Company to leave the employment thereof, whether or its affiliates not any such employee is party to terminate an employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)agreement.
Appears in 2 contracts
Sources: Employment Agreement (uBid.com Holdings, Inc.), Employment Agreement (uBid.com Holdings, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any publicly traded company) and all inventions, technology and trade secrets related thereto or partner witha result of the services of Employee hereunder, as well as all activities that involve the making, use or serve as an officer, director, employee or consultant of, any Competitorlicensing thereof.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or in if any such customer elects to move its business to a person other capacity)than the Parent, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Parent and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.
Appears in 2 contracts
Sources: Executive Employment Agreement (Majesco Entertainment Co), Executive Employment Agreement (Majesco Entertainment Co)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that, as a result of Executive’s service with the Bank, a special relationship of trust and confidence will develop between Executive, the Bank and its clients and customers, and that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect it from the loss of customer goodwill. Executive further acknowledges that throughout his service with the Bank, Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Bank’s clients and customers, which is a competitive asset of the Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of this Agreement (including Restrictive Stock), Executive promises and agrees that during the Term and for a period of twelve (12) months following the date of the termination of services if the Executive’s employment is terminated under Section 8.1, 8.2 or any termination of services following receipt of the Change in Control Payment, except in the event that termination of services is other than for Good Reason under Section 8.1 and the Executive is (a) receiving the Longevity Severance, in which case the period is twenty four (24) months or (b) receiving the Reduced Resignation Severance, in which case the period is six (6) months with the Company prior respect to and after the Effective Date, subsections (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; through (iii) the Company has substantial relationships of this Section 9.5(b) and twelve (12) months with its customers and the Executive has had and will continue respect to have access to these customers; subsections (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and through (v) the Executive’s services are unique and irreplaceable. Thereforeof this Section 9.5(b), Executive will not, either for himself or in consideration of the Executive’s continued employment conjunction with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionothers:
(i) During the Restricted Periodacquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive will notmay acquire an ownership interest in any depository institution, without so long as that ownership interest does not exceed 5% of the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder total number of shares publicly traded on a stock exchange outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or the NASDAQ National Market Systemindirectly, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded companyin such insured depository institutions).
(ii) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partnerexecutive, agent, employee, consultantor consultant to any insured depository institution that has a location within the Noncompete Area, or in a capacity that overlaps with any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of duties Executive performed for the Company.Bank;
(iii) During establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, influence, solicit, encourage or advise any of the Bank’s executives, officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive’s employment 's employment, to terminate their relationship with the Company and during Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the period commencing on purpose of soliciting, diverting, taking away or doing banking business with, any of the Executive’s customers, clients, or patrons of the Bank existing as of the date of termination of employment for any reason and ending on the second anniversary Executive’s services with Bank. The restrictions contained in Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of employment, services with the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyBank, or through about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or on behalf soliciting those customers, clients or other patrons having business relationships with the Bank to do business with Executive in any business of another entity as ownerExecutive not related to banking, partner, agent, employee, consultantinvestment, or financial services offered by Bank during the term of this Agreement.
(c) Each of the covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee covenant set forth herein and independent of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person provision in this Agreement and the existence of any claim or entity; or (B) hire or retain any person who was an employee cause of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee action of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly Bank, whether predicated on this Agreement or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executiveotherwise, shall not constitute a defense to the enforcement of this covenant.
(d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be a violation reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Bank that contains obligations that are inconsistent or in conflict with the terms of this Section 7(b)(iii)9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or conflicting obligations.
Appears in 2 contracts
Sources: Employment Agreement (Guaranty Bancshares Inc /Tx/), Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States of America (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the World during the term of the Executive’s employment, the definition of Geographic Boundary shall be automatically expanded to cover such other areas), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers.
(b) The Executive hereby agrees and covenants that he shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior and for a period equal to and after the Effective Date, greater of (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, whichone year (two years, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the this Agreement or of Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available is pursuant to Section 5, and 12(f)(i) hereof) following the termination of the Executive’s being granted access to the customers, trade secrets and other Confidential Information this Agreement or of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during or (ii) the period commencing on during which the Executive’s date Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of employment for any reason this Agreement and ending on the second anniversary of the Executive’s termination of employment, in the Geographic Boundary:
(i) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement.
(ii) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Executive will nothad significant contact during the term of the Agreement, without business of the prior written consent kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of MFA, directly business which such customer has customarily done or indirectly (individuallyis reasonably expected to do with the Company, or through if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of another entity as ownersuch other person.
(iii) Interfere with any relationship, partnercontractual or otherwise, agentbetween the Company and any other party, employeeincluding; without limitation, consultantany supplier, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee way with the Business of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company.
Appears in 2 contracts
Sources: Employment Agreement (GreenHouse Holdings, Inc.), Employment Agreement (GreenHouse Holdings, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with Employee and the Company prior agree to the provisions of this Section 3 as a condition of, and after as an express incentive for the Effective DateCompany to enter into, (i) the Executive has had Restricted Stock Agreement and will continue to have access issue the Restricted Shares thereunder. The Employee expressly acknowledges and agrees that the issuance of the Restricted Shares creates an additional incentive for the Employee to trade secrets and other Confidential Information increase the value of the Company, which, if disclosed, would unfairly ’s interests that are worthy of protection through the non-competition and inappropriately assist in competition against non-solicitation provisions of this Section 3. The Employee further acknowledges that the issuance of the Restricted Shares further aligns the Employee’s interests with the Company; (ii) ’s and the other Company Group members’ long-term business interests, and that the restrictions set forth in this Section 3 are reasonably related to the Company’s and the other Company Group members’ interest in protecting its goodwill. In addition, the Employee acknowledges that the restrictions that the Employee agrees to herein are necessary to protect the Company’s and the other Company Group members’ additional legitimate business interests, including the protection of the Confidential Information. The Employee and the Company agree that the non-competition and non-solicitation provisions of this Section 3 are a material inducement for the Company to issue the Restricted Shares and for the Employee to receive, and to be provided access to, Confidential Information in the course of the ExecutiveEmployee’s employment by a Competitor employment.
(a) The Employee expressly covenants and agrees that, during the Restricted Prohibited Period, the Executive would inevitably use Employee will not, directly or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionindirectly:
(i) During Carry on or engage in any business that is competitive with, or similar to, that of any member of the Company Group in the Restricted PeriodArea. Accordingly, the Executive Employee covenants and agrees that the Employee will not, without the prior written consent of MFAdirectly or indirectly, within the United Statesown, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as the Employee expressly agrees that each of the foregoing activities would represent carrying on or engaging in a stockholder business similar to (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent same as) a member of the outstanding shares Company Group, as prohibited by this Section 3(a)(i); provided, however, that this Section 3(a)(i) will not prevent the Employee from being affiliated with a diversified entity that is a Competing Business, so long as: (A) the Employee’s responsibilities for and with respect to such entity do not directly or indirectly involve the Business; and (B) the Employee does not violate any of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.the terms of Section 2 above in the course of such affiliation;
(ii) During the Restricted PeriodSolicit, the Executive will notcanvass, without the prior written consent of MFAapproach, directly encourage, entice or indirectly induce: (individuallyA) any employee of, or through or on behalf of another entity individual acting as ownera consultant to, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business member of the Company, Company Group to terminate his or its relationship her employment or engagement with any client, supplier or other business relationship member of the CompanyCompany Group; or (B) any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group.
(iii) During Notwithstanding the Executive’s employment with foregoing, during the portion of the Prohibited Period that follows the date on which the Employee is no longer employed by any member of the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentGroup, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or above-referenced limitations in any other capacity), (ASections 3(a)(i) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iiiand 3(a)(ii)(B) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, the Employee agrees that, during such period, the restrictions on the Employee’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates those restrictions set forth in Section 3(a)(ii)(A) and (ySection 2 above) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire shall be as follows: during the Executive and that does Prohibited Period, the Employee will not directly or indirectly target current or former employees solicit the sale of MFA or its affiliatesgoods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group.
(b) Notwithstanding the restrictions contained in Section 3(a)(i), the Employee may own an aggregate of not more than 5% of the outstanding stock or other equity security of any class of any publicly traded entity that is a Competing Business, if such stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a headhunter member of a national securities exchange, without violating the provisions of Section 3(a)(i), provided that neither the Employee nor any of the Employee’s affiliates have the power, directly or indirectly, to control or direct the management or affairs of any such publicly traded entity and they are not otherwise involved in the management of such publicly traded entity.
(c) The Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth above are reasonable in all respects and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company Group. The Employee represents that the Employee has read and understands, and agrees to be bound by, the terms of this Exhibit A. The Employee understands that the foregoing restrictions may limit the Employee’s ability to engage in certain businesses anywhere in the Restricted Area during the Prohibited Period, but acknowledges that the Employee will receive sufficient consideration to justify such restriction and that the Employee’s skills are such that the Employee can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent the Employee from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court or arbitrator making such entitydetermination so as to be reasonable and enforceable and, which as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Employee intend to make this Exhibit A enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in either case does not involve the Executive, full force and effect and shall not be a violation of this Section 7(b)(iii)rendered void or illegal.
Appears in 2 contracts
Sources: Restricted Stock Agreement (Nine Energy Service, Inc.), Restricted Stock Agreement (Nine Energy Service, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with Employee and the Company prior agree to the provisions of this Section 3 as a condition of, and after as an express incentive for the Effective DateCompany to enter into, the Stock Option Agreement and to issue the option to purchase shares of Common Stock (ithe “Option”) on the Executive has had terms and will continue conditions set forth thereunder. Employee expressly acknowledges and agrees that the issuance of the Option creates an additional incentive for Employee to have access to trade secrets and other Confidential Information increase the value of the Company, which, if disclosed, would unfairly ’s interests that are worthy of protection through the non-competition and inappropriately assist in competition against non-solicitation provisions of this Section 3. Employee further acknowledges that the issuance of the Option further aligns Employee’s interests with the Company; (ii) ’s and the other Company Group members’ long-term business interests, and that the restrictions set forth in this Section 3 are reasonably related to the Company’s and the other Company Group members’ interest in protecting its goodwill. In addition, Employee acknowledges that the restrictions that Employee agrees to herein are necessary to protect the Company’s and the other Company Group members’ additional legitimate business interests, including the protection of the Confidential Information. Employee and the Company agree that the non-competition and non-solicitation provisions of this Section 3 are a material inducement for the Company to issue the Option and for Employee to receive, and to be provided access to, Confidential Information in the course of the ExecutiveEmployee’s employment by a Competitor employment.
(a) Employee expressly covenants and agrees that, during the Restricted Prohibited Period, the Executive would inevitably use Employee will not, directly or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionindirectly:
(i) During Carry on or engage in any business that is competitive with, or similar to, that of any member of the Company Group in the Restricted PeriodArea. Accordingly, the Executive Employee covenants and agrees that Employee will not, without the prior written consent of MFAdirectly or indirectly, within the United Statesown, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as Employee expressly agrees that each of the foregoing activities would represent carrying on or engaging in a stockholder business similar to (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent same as) a member of the outstanding shares Company Group, as prohibited by this Section 3(a)(i); provided, however, that this Section 3(a)(i) will not prevent Employee from being affiliated with a diversified entity that is a Competing Business, so long as: (A) Employee’s responsibilities for and with respect to such entity do not directly or indirectly involve the Business; and (B) Employee does not violate any of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.the terms of Section 2 above in the course of such affiliation;
(ii) During the Restricted PeriodSolicit, the Executive will notcanvass, without the prior written consent of MFAapproach, directly encourage, entice or indirectly induce: (individuallyA) any employee of, or through or on behalf of another entity individual acting as ownera consultant to, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business member of the Company, Company Group to terminate his or its relationship her employment or engagement with any client, supplier or other business relationship member of the CompanyCompany Group; or (B) any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group.
(iii) During Notwithstanding the Executive’s employment with foregoing, during the portion of the Prohibited Period that follows the date on which Employee is no longer employed by any member of the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentGroup, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or above-referenced limitations in any other capacity), (ASections 3(a)(i) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iiiand 3(a)(ii)(B) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Employee agrees that, during such period, the restrictions on Employee’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates those restrictions set forth in Section 3(a)(ii)(A) and (ySection 2 above) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire shall be as follows: during the Executive and that does Prohibited Period, Employee will not directly or indirectly target current or former employees solicit the sale of MFA or its affiliatesgoods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group.
(b) Notwithstanding the restrictions contained in Section 3(a)(i), Employee may own an aggregate of not more than 5% of the outstanding stock or other equity security of any class of any publicly traded entity that is a Competing Business, if such stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a headhunter member of a national securities exchange, without violating the provisions of Section 3(a)(i), provided that neither Employee nor any of Employee’s affiliates have the power, directly or indirectly, to control or direct the management or affairs of any such publicly traded entity and they are not otherwise involved in the management of such publicly traded entity.
(c) Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth above are reasonable in all respects and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company Group. Employee represents that Employee has read and understands, and agrees to be bound by, the terms of this Exhibit A. Employee understands that the foregoing restrictions may limit Employee’s ability to engage in certain businesses anywhere in the Restricted Area during the Prohibited Period, but acknowledges that Employee will receive sufficient consideration to justify such restriction and that Employee’s skills are such that Employee can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent Employee from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court or arbitrator making such entitydetermination so as to be reasonable and enforceable and, which as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make this Exhibit A enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in either case does not involve the Executive, full force and effect and shall not be a violation of this Section 7(b)(iii)rendered void or illegal.
Appears in 2 contracts
Sources: Nonstatutory Stock Option Agreement (Nine Energy Service, Inc.), Nonstatutory Stock Option Agreement (Nine Energy Service, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that, as a result of Executive’s service with the Bank, a special relationship of trust and confidence will develop between Executive, the Bank and its clients and customers, and that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect it from the loss of customer goodwill. Executive further acknowledges that throughout his service with the Bank, Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Bank’s clients and customers, which is a competitive asset of the Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of this Agreement (including Restrictive Stock), Executive promises and agrees that during the Term and for a period of twelve (12) months following the date of the termination of services if the Executive’s employment with the Company prior to and after the Effective Dateis terminated under Section 8.1, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information 8.2 or any termination of services following receipt of the CompanyChange in Control Payment, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) except in the course event that termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers services is other than for Good Reason under Section 8.1 and the Executive has had and will continue to have access to these customers; (iv) is receiving the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. ThereforeLongevity Severance, in consideration of which case the Executive’s continued employment period is twenty-four (24) months, Executive will not, either for himself or in conjunction with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionothers:
(i) During the Restricted Periodacquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive will notmay acquire an ownership interest in any depository institution, without so long as that ownership interest does not exceed 5% of the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder total number of shares publicly traded on a stock exchange outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or the NASDAQ National Market Systemindirectly, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded companyin such insured depository institutions).
(ii) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partnerexecutive, agent, employee, consultantor consultant to any insured depository institution that has a location within the Noncompete Area, or in a capacity that overlaps with any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of duties Executive performed for the Company.Bank;
(iii) During establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, influence, solicit, encourage or advise any of the Bank’s executives, officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive’s employment 's employment, to terminate their relationship with the Company and during Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the period commencing on purpose of soliciting, diverting, taking away or doing banking business with, any of the Executive’s customers, clients, or patrons of the Bank existing as of the date of termination of employment for any reason and ending on the second anniversary Executive’s services with Bank. The restrictions contained in Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of employment, services with the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyBank, or through about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or on behalf soliciting those customers, clients or other patrons having business relationships with the Bank to do business with Executive in any business of another entity as ownerExecutive not related to banking, partner, agent, employee, consultantinvestment, or financial services offered by Bank during the term of this Agreement.
(c) Each of the covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee covenant set forth herein and independent of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person provision in this Agreement and the existence of any claim or entity; or (B) hire or retain any person who was an employee cause of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee action of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly Bank, whether predicated on this Agreement or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executiveotherwise, shall not constitute a defense to the enforcement of this covenant.
(d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be a violation reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Bank that contains obligations that are inconsistent or in conflict with the terms of this Section 7(b)(iii)9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or conflicting obligations.
Appears in 2 contracts
Sources: Employment Agreement (Guaranty Bancshares Inc /Tx/), Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 55(b) and Section 5(c), and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employmentemployment or December 31, 2018, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive are valuable to the Company, its affiliates and/or its clients or customers, and that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States ("the Geographic Boundary"), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is making federal and alternative loans to students (the "Business of the Company").
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s 's employment with the Company prior to and after for a period of two years following the Effective Date, (i) the Executive has had termination of this Agreement and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued 's employment with the CompanyCompany for any reason, of in the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionGeographic Boundary:
(i) During the Restricted PeriodEngage, the Executive will not, without the prior written consent of MFA, within the United Statesown, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.Company;
(ii) During the Restricted PeriodSolicit, the Executive will notpersuade or induce any Customer: to terminate, without the prior written consent of MFAreduce or refrain from renewing, directly or indirectly (individuallyextending, or through entering into contractual or on behalf other relationships with the Company or to become a customer of another entity as owner, partner, agent, employee, consultant, or in enter into any contractual or other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any clientother individual, supplier person or other business relationship entity for the purpose of the Company.purchasing competitive products or services; or
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentRecruit, the Executive will nothire, without the prior written consent of MFAinduce, directly contact, divert or indirectly (individuallysolicit, or through attempt to recruit, induce, contact, divert or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA the Company to leave the employment thereof, whether or its affiliates not any such employee is party to terminate an employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)agreement.
Appears in 2 contracts
Sources: Employment Agreement (Mru Holdings Inc), Employment Agreement (Mru Holdings Inc)
Non-Competition and Non-Solicitation. To the fullest extent permissible under applicable law, during the term of this Agreement and for a period of one (1) year following termination of this Agreement (the “Separation Period”):
(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the Term, the definition of Territory shall automatically expand to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder.
(b) The Executive hereby agrees and covenants that he shall not, during the Term and any Separation Period, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than five percent (5%) of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or equity-linked security position in portfolio companies that are directly competitive with the Company’s products or services; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and the Separation Period and thereafter to the extent described below, within the Territory:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in direct competition with the business of the Company;
(ii) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of directly competing with the business of the Company;
(iii) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. For purposes hereof, a business shall not be deemed to be in competition with the business of the Company, nor shall any products or services be deemed to compete with those of the Company, unless the Company presently produces, sells or distributes or has, during the Term, plans to produce, sell or distribute, such products or services. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9(b) shall continue during the Term and until termination of the Separation Period following the termination of this Agreement or of the Executive’s employment with the Company prior to and after the Effective Date(including upon expiration of this Agreement), (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Companywhichever occurs later; provided, whichhowever that, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the event this Agreement or Executive’s employment is terminated by a Competitor Executive for Good Reason or is terminated by Company without Cause, then the restrictions contained in Section 9(b) shall continue during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorbeyond.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 2 contracts
Sources: Executive Employment Agreement (Giga Tronics Inc), Executive Employment Agreement (Alzamend Neuro, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the United States during the term of the Executive’s employment, the definition of Geographic Boundary shall be automatically expanded to cover such other areas), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers.
(b) The Executive hereby agrees and covenants that he shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior and for a period equal to and after the Effective Date, greater of (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, whichone year (two years, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the this Agreement or of Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available is pursuant to Section 5, and 12(f)(i) hereof) following the termination of the Executive’s being granted access to the customers, trade secrets and other Confidential Information this Agreement or of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during or (ii) the period commencing on during which the Executive’s date Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of employment for any reason this Agreement and ending on the second anniversary of the Executive’s termination of employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The “Business of the Company” is defined as the development and production of ethanol within the Geographic Boundary. It is expressly agreed, however, that Industrial Technology Power (the company with which the Executive will not, without continue to be associated following the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacityEffective Date), (A) solicitand any successor thereto, encourage, or will not be considered a “business in competition with the Business of the Company” so long as it does not engage in any activity to induce any employee the development and production of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)ethanol.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the United States during the term of the Executive’s employment, the definition of Geographic Boundary shall be automatically expanded to cover such other areas), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers.
(b) The Executive hereby agrees and covenants that he shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company prior and for a period equal to and after the Effective Date, greater of (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, whichone year (two years, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the this Agreement or of Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available is pursuant to Section 5, and 11(f)(i) hereof) following the termination of the Executive’s being granted access to the customers, trade secrets and other Confidential Information this Agreement or of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during or (ii) the period commencing on during which the Executive’s date Executive continues to receive his base salary pursuant to Sections 11(e) or 11(f)(ii) of this Agreement following the termination of employment for any reason this Agreement and ending on the second anniversary of the Executive’s termination of employment, in the Executive will notGeographic Boundary:
(i) Engage, without the prior written consent of MFAown, directly or indirectly (individuallymanage, or through or on behalf of another entity as owneroperate, partnercontrol, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The “Business of the Company” is defined as the development and production of ethanol and other alternatives to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates petroleum-based fuels within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Geographic Boundary.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges Seller and its managers, members, officers, and employees (collectively, the “SELLER PARTIES”) agree and acknowledge that during protection and maintenance of the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets competitive and other Confidential Information advantages represented by the Assets constitutes a legitimate business interest of the CompanyPurchaser, whichto be protected by the non-competition restrictions set forth herein. The Seller Parties agree and acknowledge that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Seller Parties. The Seller Parties also acknowledge that the Purchaser’s Business (as defined below) is conducted worldwide (the “Territory”), if disclosedand that the Territory, would unfairly scope of prohibited competition, and inappropriately assist in competition against the Company; (ii) time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Assets, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of the Company from unfair Purchaser, its affiliates and/or its clients or customers. The Seller Parties hereby agree and inappropriate competition:
(i) During the Restricted Period, the Executive will not, covenant that they shall not without the prior written consent of MFAthe Purchaser, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Purchaser; provided however, that the Seller Parties shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Seller Parties’ own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Purchaser, as defined in the next sentence. For purposes hereof, the Purchaser’s Business shall mean the business of producing, marketing, and selling products consisting of or containing CBD derived from industrial hemp, as well as any publicly traded company) future related or partner with, unrelated industries or serve as an officer, director, employee segments in which the Purchaser may engage or consultant of, any Competitoroperate in the future.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Purchaser to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Purchaser;
(3) Attempt in any manner to solicit or accept, from any customer of the Purchaser, business of the kind or competitive with the business done by the Purchaser with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Purchaser, or in if any such customer elects to move its business to a person other capacity)than the Purchaser, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyPurchaser for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Purchaser; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Purchaser and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Purchaser, for the purpose of soliciting such other party to discontinue or reduce its business with the Purchaser for the purpose of competing with the Business of the Purchaser. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)9.01 shall continue for a period of three (3) years after the Closing Date.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges hereby covenants and agrees that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Term of the Executive’s employment by hereunder and for a Competitor during period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the Restricted Periodemployment of, act as a consultant to, or perform any services for any entity (each a “ Competing Entity ”) which has material operations which compete with any business in which the Executive would inevitably use Company or disclose such trade secrets and Confidential Informationany of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests induce or encourage any employee of the Company from unfair and inappropriate competition:
(i) During or any of its subsidiaries or affiliated entities to leave the Restricted Periodemploy of the Company or any of its subsidiaries or affiliated entities; provided, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall may, solely as an investment, hold equity securities of the Company and not own more than five percent (5%) of the outstanding shares combined voting securities of any publicly publicly-traded company) corporation or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, other business entity. The foregoing covenants and agreements of the Executive will notare referred to herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the prior written consent time period of MFArestriction set forth above, directly or indirectly (individually, or through or on behalf are fair and reasonable and are reasonably required for the protection of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, or its relationship with notwithstanding the foregoing, any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation provisions of this Section 7(b)(iii)6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges (a) During the period beginning on the Primary Closing Date and ending on the first (1st) anniversary of the Primary Closing Date (the “Non-Competition Period”), none of the Seller Entities or any of their respective Affiliates (collectively, for purposes of this Section 7.9(a), the “Restricted Entities”) shall, (x) directly or indirectly, engage in the business of the Transferred Business in the Designated Footprint (except with respect to Banking Centers not yet transferred at a Closing) or (y) establish new branches, offices or ATMs, in the Expanded Footprint (it being understood that during expansion at any existing branch, office or ATM location in the Executive’s employment Expanded Footprint shall not be limited) (each of (x) and (y), individually or together, the “Competing Business”); provided, however, that the Restricted Entities may do each of the following without any Restricted Entity being deemed to be in violation of this Section 7.9(a):
(1) own or hold up to 10% of the outstanding securities of any entity whose securities are listed and traded on a nationally recognized securities exchange or market that is engaged in the Competing Business (provided that the Restricted Entities otherwise do not control the business or affairs of such entity) or hold or exercise rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with any Restricted Entity;
(2) conduct any activities associated with the Company Retained Businesses, the Excluded Assets or the Excluded Liabilities, including providing Banking Related Services to customers of the Retained Businesses and establishing or maintaining branches, offices or ATMs within the Designated Footprint to service the Retained Businesses; provided that such branches, offices or ATMs will not be designed to engage in the Competing Business and will only provide Banking Related Services to (i) employees of the Restricted Entities or any of their respective Affiliates; (ii) existing or future customers of the Retained Businesses; and (iii) customers of the Restricted Entities whose Relationship is related to a branch or office of any Restricted Entity outside of the Designated Footprint; provided further that the Restricted Entities shall not open new accounts at such locations if such new account would have been part of the Transferred Business if it were open as of the date hereof. Notwithstanding the foregoing Section 7.9(a)(2) and except as otherwise provided in Section 7.9, the Seller Entities shall not solicit the expansion of the Relationship with (i) customers associated with Retained In-Process Loans and (ii) customers with a Nonperforming Loan associated with the Transferred Business that is retained by the Seller Entities (it being understood that the refinancing of outstanding Nonperforming Loans or Retained In-Process Loans or the conducting of other loss mitigation activities with respect to such Loans will not be deemed an expansion of the Relationship);
(3) conduct any activities (including, but not limited to, mortgage lending, checking and savings account services, general purpose, co-brand, small business, commercial, corporate, travel and entertainment and private label credit cards and insurance services) on a national or super-regional basis or as part of a national or super-regional advertising campaign (including, e.g. in airports) or advertising in the greater New York City metropolitan area, including through the telephone, direct mail or the internet or other electronic media, provided that such activities shall not be specifically targeted at Banking Center Customers or at Persons in the Designated Footprint;
(4) conduct any activities related to investment banking (including, but not limited to, capital markets, liability management, sales and trading, research and strategic advisory services), cash management tied to the Retained Businesses, foreign exchange, derivatives, international trade or U.S. dollar clearing;
(5) conduct lending activities through HSBC Finance Corporation or any of its Subsidiaries including lending to Persons in the Designated Footprint;
(6) make acquisitions or maintain ownership of any entity in connection with a venture capital, merchant banking, private equity or similar line of business of any Restricted Entity thereof;
(7) merge, consolidate or otherwise engage in a business combination with, or sell all or substantially all of its assets or businesses to, any Person that is not an Affiliate of any Restricted Entity with an existing Competing Business and continue to operate such existing Competing Business; provided that members of any Restricted Entity board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded parent company) and that the shareholders of any Restricted Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty percent (60%) or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded parent company); and, upon the consummation of such a permitted transaction, the Non-Competition Period and the prohibitions of this Section 7.9(a) shall immediately terminate and be of no further effect with respect to the applicable Restricted Entity;
(8) purchase or acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any entity with an existing Competing Business and continue to operate such existing Competing Business; provided, that if, in the last completed fiscal quarter prior to the consummation of the purchase or acquisition, the aggregate consolidated revenue of such Competing Business exceeded forty percent (40%) of such acquired entity’s total revenue over the same period, then the acquiring Restricted Entity shall commence as promptly as practicable a process to sell all or a portion of such Competing Businesses to an unaffiliated third-party and shall use reasonable best efforts to complete such sale within twenty-four (24) months of such consummation of the purchase or acquisition, such that the revenues of the acquired entity attributable to the Competing Business do not exceed forty percent (40%) of the total revenues of the acquired entity; and
(i) refinance outstanding Mortgage Loans of the Restricted Entities’ customers (either directly, or through a third-party service provider acting in the Restricted Entities’ behalf) whose Mortgage Loans have been sold to third parties and which are serviced by or on behalf of the Restricted Entities or whose Mortgage Loans were Nonperforming Loans as of the applicable Closing Date; and (ii) conduct loss mitigation activities relating to Mortgage Loans that were Nonperforming Loans as of the applicable Closing Date, which may result in the Restricted Entities’ refinancing of the Mortgage Loan; provided that in connection with such activities there is no solicitation of any kind by the Restricted Entities, except for the activities specified in clause (ii) above or as otherwise permitted under this Section 7.9.
(b) From the date hereof until the Final Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment (other than as expressly permitted by this Agreement) or hire (i) any Business Employees and Wealth Management Employees who are not hourly wage (non-exempt) employees, (ii) any employees of the Seller Entities or their Affiliates who are or will be engaged in the preparation for or implementation of any Conversion or the transfer of any of the Transferred Business, Purchased Assets or Assumed Liabilities, or who are or will be otherwise involved in providing services under the Transition Services Agreement and (iii) any employees of HSBC Mortgage Corp. who are not otherwise identified on Schedule 7.9(b). For purposes of monitoring Section 7.9(b)(i) and (ii), all individuals described in (i) and (ii) shall be identified on a Schedule 7.9(b) to be delivered to Purchaser within thirty (30) calendar days of the date hereof and which may be updated from time to time by the Seller Entities. Notwithstanding the requirements of Section 14.5, Schedule 7.9(b) may be delivered and updated by e-mail.
(c) During the period beginning on the Primary Closing Date and ending on the first anniversary of the Primary Closing Date:
(1) Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment or hire any Retained Employee; provided that this Section 7.9(c)(1) shall not prohibit Purchaser or any of its Affiliates from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Retained Employees or hiring any Retained Employee as a result of such general purpose advertisement or (ii) hiring any Retained Employee who was terminated by any Seller Entity after the Effective Primary Closing Date; and
(2) The Seller Entities shall not, directly or indirectly, solicit for employment or hire any Transferred Business Employee; provided that this Section 7.9(c)(2) shall not prohibit any Seller Entity from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Transferred Business Employees or hiring any Transferred Business Employee as a result of such general purpose advertisement or (ii) hiring any Transferred Business Employee who was terminated by Parent, Purchaser or any of their respective Affiliates after the Primary Closing Date.
(d) During the period beginning on the date hereof and ending on the first (1st) anniversary of the Primary Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, (i) use any information regarding the Executive has had and will continue to have access to trade secrets and other Confidential Information Retained Businesses in their possession as a result of the Companytransactions contemplated by this Agreement, whichincluding as part of the books and records that are Purchased Assets, if disclosed, would unfairly and inappropriately assist to solicit or engage in competition against other efforts directed to or targeted at any customer or customers of the Company; Retained Businesses with respect to providing Banking Related Services similar to those of the Retained Businesses or (ii) in the course use such information to take any other actions that are designed to induce any customer of the ExecutiveRetained Businesses to transfer any portion of such customer’s employment Relationships with Seller with respect to the Retained Businesses to a similar business of Purchaser or its Affiliates; provided that nothing in this Section 7.9(d) shall be construed as limiting the ability of Purchaser to (w) respond to unsolicited requests by customers of the Retained Businesses; (x) service customers of the Retained Businesses who also, as of the date hereof, are customers of Purchaser or its Affiliates; (y) offer or continue to offer Banking Related Services that are similar to the Retained Businesses; or (z) solicit or engage in other efforts directed or targeted at any Person who is a Competitor during Split Customer or an Excluded In-Market Customer or who is a customer of the Restricted PeriodRetained Business by virtue of the Seller Entities’ retention of (I) Retained In-Process Loans, (II) Excluded Credit Card Accounts and Receivables or (III) loans that are covered by the exclusions in any of clauses (i), (ii) or (iii) of the term “Loans.”
(e) During the period beginning on the date hereof and ending on the first (1st) anniversary of the Primary Closing Date, the Executive Seller Entities and their respective Affiliates shall not, directly or indirectly, (i) use any information regarding the Transferred Businesses in their possession as a result of the transactions contemplated by this Agreement, including as part of the books and records that are retained by the Seller Entities, to solicit or engage in other efforts directed to or targeted at any customer or customers of the Transferred Businesses with respect to providing Banking Related Services similar to those of the Transferred Businesses or (ii) use such information to take any other actions that are designed to induce any customer of the Transferred Business to transfer any portion of such customer’s Relationships with Purchaser with respect to the Transferred Businesses to a similar business of Seller Entities or their Affiliates; provided that nothing in this Section 7.9(e) shall be construed as limiting the ability of the Seller Entities to (x) respond to unsolicited requests by customers of the Transferred Business; (y) offer or continue to offer Banking Related Services that are similar to the Transferred Business except to the extent otherwise restricted in Section 7.9 or (z) subject to Section 7.9(a), solicit or engage in other efforts directed or targeted at any Person who is a Split Customer or an Excluded In-Market Customer or who is a customer of the Retained Business by virtue of the Seller Entities’ retention of (I) Excluded Credit Card Accounts and Receivables or (II) loans that are covered by the exclusions in any of clauses (i), (ii) or (iii) of the term “Loans.”
(f) Each of Purchaser and the Seller Entities understands and acknowledges that (i) it would inevitably use be difficult to calculate damages to the Seller Entities or disclose Purchaser, as applicable, from any breach of the obligations of Purchaser or the Seller Entities, as applicable, under this Section 7.9, (ii) injury to Purchaser or the Seller Entities, as applicable, from any such trade secrets breach would be irreparable and Confidential Information; impossible to measure and (iii) the Company has substantial relationships with its customers remedy at law for any breach or threatened breach of this Section 7.9 would therefore be an inadequate remedy and, accordingly, Purchaser and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. ThereforeSeller Entities shall, in consideration addition to all other available remedies (including, without limitation, seeking such damages as either can show it has sustained by reason of such breach and/or the Executive’s continued employment with the Company, exercise of the compensation and benefits provided to the Executive all other rights either has under this Agreement), of MFA’s agreement be entitled to make severance benefits available pursuant to Section 5seek injunctive relief, and of the Executive’s being granted access to the customers, trade secrets specific performance and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, equitable remedies without the prior written consent necessity of MFA, within the United States, manage, operate, control showing actual damages or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorposting bond.
(iig) During Purchaser and the Restricted PeriodSeller Entities understand and acknowledge that the restrictive covenants and other agreements contained in this Section 7.9 are an essential part of this Agreement and the transactions contemplated hereby and thereby. It is the intention of the parties that, if any of the Executive will not, without the prior written consent restrictions or covenants contained herein are held to cover a geographic area or to be for a length of MFA, directly or indirectly (individuallytime that is not permitted by Applicable Law, or through is in way construed to be too broad or on behalf to any extent invalid, such provision shall not be construed to be null, void and of another entity no effect, but to the extent that such provision would then be valid or enforceable under Applicable Law, such provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Companyshall be valid and enforceable under Applicable Law.
(iiih) During For the Executive’s employment with the Company and during the period commencing on the Executive’s date avoidance of termination of employment for any reason and ending on the second anniversary doubt, none of the Executive’s termination restrictions imposed by applicable subsections of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) 7.9 shall not apply to any administrative employee Person that is an Affiliate of MFA or its affiliates or any person who was a party to this Agreement if such Person ceases to be an administrative employee Affiliate of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)party.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (First Niagara Financial Group Inc)
Non-Competition and Non-Solicitation. The Executive J▇▇▇▇▇▇▇ understands that he occupies a position of high fiduciary trust and confidence within ViRexx and has acquired skills, experience and knowledge relating to ViRexx, the Business and the customers, clients, suppliers, sub-contractors, competitors and services of ViRexx. It is the express intent and agreement of J▇▇▇▇▇▇▇ that such knowledge and experience shall be used solely and exclusively in the furtherance, or for the benefit, of the operations of ViRexx. J▇▇▇▇▇▇▇ agrees that in the event of his retirement or other termination of his employment pursuant to the terms of this Agreement, J▇▇▇▇▇▇▇ shall not, directly or indirectly, for a period of twelve (12) months following his retirement or other termination of his employment with ViRexx, solicit, provide service or be employed by any direct competitor of ViRexx or act in any capacity to produce products that involve antigen complexation, cryptic antigen presentation and/or anti-idiotype antibody induction or embolization therapy, except with the written consent of ViRexx. · J▇▇▇▇▇▇▇ further agrees and acknowledges that during the Executive’s he shall not, for a period of twelve (12) months following his retirement or other termination of his employment with ViRexx, directly or indirectly, either as employer, consultant, agent, principal, partner, co-venturer, shareholder, proprietor, investor, financier, employee, director or in any other individual or representative capacity whatsoever: · solicit, provide service for or be employed by any customer or joint venture partner of ViRexx except with the Company prior written consent of ViRexx; or · solicit, induce, encourage or facilitate any employees, consultants, suppliers or sub-contractors of ViRexx or any of their respective affiliates to leave the employment of, or the consulting, supply or sub-contractor relationship with, ViRexx or any of their respective affiliates. · J▇▇▇▇▇▇▇ acknowledges and after agrees that the covenants contained in this Agreement are reasonably required to protect the interests of ViRexx and their affiliates, and do not materially impact, or affect, J▇▇▇▇▇▇▇’▇ ability to obtain other employment. J▇▇▇▇▇▇▇ hereby irrevocably waives (and irrevocably agrees not to raise) as a defence any issue of reasonableness in any proceeding to enforce Article 11 of this Agreement, the intent of the parties hereto to provide for the legitimate and reasonable protection of ViRexx by providing, without limitation, for the broadest scope, the longest duration and the broadest territory allowable by law. · The parties further agree that in the event that any portion of the covenant contained in this Article, or its application to any circumstance, shall be held to be invalid or unenforceable to any extent, the remainder of the covenant or its application to any circumstances, other than that to which it has been held to be invalid or unenforceable, shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law, it being the intent of this provision that if any of the foregoing covenant is found to be unreasonable to any extent by a Court of competent jurisdiction adjudicating upon the validity of this covenant, whether as to the scope of the restriction, the area of restriction or the duration of the restriction, then such restriction shall be reduced to that which is in fact declared reasonable by such Court, or a subsequent Court of competent jurisdiction requested to make such a declaration. · Notwithstanding the above Sections of Article 11, J▇▇▇▇▇▇▇ shall be able to own up to five (5%) percent of the issued and outstanding shares of any public corporation that is in a business that is similar to the Business or is in competition, directly or indirectly, with the Business. J▇▇▇▇▇▇▇, as of the Effective Date, shall advise ViRexx as to which of these public corporation he owns greater than five (i5%) the Executive has had and will continue to have access to trade secrets and other Confidential Information per cent of the Company, which, if disclosed, would unfairly issued and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares and shall within a reasonable period of any publicly traded companytime hereafter sell down such holdings to five (5%) per cent or partner with, or serve as an officer, director, employee or consultant of, any Competitorless.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets Parent and other Confidential Information the Company and that its protection and maintenance constitutes a legitimate business interest of Parent and the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s and Parent’s business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. For purposes hereof, the term “Business” shall mean the sales and service of satellite voice and data equipment;
(2) Recruit, solicit or its relationship hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company.;
(iii3) During Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Term hereof and, upon termination of the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentpursuant to Section 5 (other than pursuant to Section 5(a)(v), the Executive will not, without the prior written consent of MFA, directly or indirectly (individually5(a)(vii), or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity5(a)(viii)), for a period of one (A1) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)year thereafter.
Appears in 1 contract
Sources: Executive Employment Agreement (Orbital Tracking Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory. Notwithstanding the foregoing, Executive shall be entitled to maintain his pre-existing consulting relationships and arrangements as such exist on the Effective Date and such relationships shall not violate this Section 9.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Corporation, as defined in the next sentence. “Business” shall mean the acquisition, exploration and development of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorpotash properties in the ▇▇▇▇▇▇▇▇ Basin.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G- protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a stockholder result of the services of Employee hereunder, as well as all activities that involve the making, use or licensing thereof;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market SystemParent, provided that the Executive shall not own more than five percent provide any services of the outstanding shares of any publicly traded company) kind or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage competitive with the business of the CompanyParent for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Parent and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter.
Appears in 1 contract
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that, as a result of Executive’s service with the Bank, a special relationship of trust and confidence will develop between Executive, the Bank and its clients and customers, and that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect it from the loss of customer goodwill. Executive further acknowledges that throughout his service with the Bank, Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Bank’s clients and customers, which is a competitive asset of the Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of this Agreement (including Restrictive Stock), Executive promises and agrees that during the Term and for a period of twenty-four (24) months following the date of the termination of services if the Executive’s employment with the Company prior to and after the Effective Dateis terminated under Section 8.1, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information 8.2 or any termination of services following receipt of the CompanyChange in Control Payment, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) except in the course event that termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers services is other than for Good Reason under Section 8.1 and the Executive has had and will continue to have access to these customers; (iv) is receiving the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. ThereforeLongevity Severance, in consideration of which case the Executive’s continued employment period is thirty-six (36) months, Executive will not, either for himself or in conjunction with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionothers:
(i) During the Restricted Periodacquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive will notmay acquire an ownership interest in any depository institution, without so long as that ownership interest does not exceed 5% of the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder total number of shares publicly traded on a stock exchange outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or the NASDAQ National Market Systemindirectly, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded companyin such insured depository institutions).
(ii) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partnerexecutive, agent, employee, consultantor consultant to any insured depository institution that has a location within the Noncompete Area, or in a capacity that overlaps with any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of duties Executive performed for the Company.Bank;
(iii) During establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, influence, solicit, encourage or advise any of the Bank’s executives, officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive’s employment 's employment, to terminate their relationship with the Company and during Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the period commencing on purpose of soliciting, diverting, taking away or doing banking business with, any of the Executive’s customers, clients, or patrons of the Bank existing as of the date of termination of employment for any reason and ending on the second anniversary Executive’s services with Bank. The restrictions contained in Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of employment, services with the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyBank, or through about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or on behalf soliciting those customers, clients or other patrons having business relationships with the Bank to do business with Executive in any business of another entity as ownerExecutive not related to banking, partner, agent, employee, consultantinvestment, or financial services offered by Bank during the term of this Agreement.
(c) Each of the covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee covenant set forth herein and independent of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person provision in this Agreement and the existence of any claim or entity; or (B) hire or retain any person who was an employee cause of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee action of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly Bank, whether predicated on this Agreement or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executiveotherwise, shall not constitute a defense to the enforcement of this covenant. (d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be a violation reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Bank that contains obligations that are inconsistent or in conflict with the terms of this Section 7(b)(iii)9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or conflicting obligations.
Appears in 1 contract
Sources: Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. (1) The Executive Employee acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Employee’s position of the Executive’s employment by a Competitor during the Restricted PeriodVice President of FTG, the Executive would inevitably use or disclose such trade secrets Employee occupies a position of trust and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceableconfidence. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees The Employee understands that the following restrictions on may limit the ExecutiveEmployee’s activities during ability to earn a livelihood in a business which, directly or indirectly, compete with Corporation. However, the Employee agrees that the Employee will receive sufficient consideration and after other benefits as an Employee of Corporation to clearly justify such restrictions which, in any event, given the ExecutiveEmployee’s employment skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in Section 5.3 are necessary, appropriate reasonable and reasonable valid for the adequate protection of the legitimate business interests and goodwill of the Corporation and are no broader than is necessary to protect the such interests and goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(i2) During the Restricted Period, the Executive will not, The Employee shall not (without the prior written consent of MFAthe Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as principal, agent, stockholder or in any other capacity whatsoever carry on, or be engaged in, or have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business or which is in whole or in part competitive with any of the businesses carried on by the Corporation within the United States, manage, operate, control or be connected as respective territories in which such businesses are then carried on (except for any equity share investment in a stockholder (other than as a holder of public company whose shares publicly traded are listed on a recognized stock exchange or where such share investment does not in the NASDAQ National Market System, provided that the Executive shall not own more than five percent aggregate exceed 5% of the outstanding issued equity shares of any publicly traded such company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor).
(ii3) During the Restricted Period, the Executive will not, The Employee shall not (without the prior written consent of MFAthe Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (individuallyexcept for the Corporation), or through or on behalf of another entity whether as owner, partnera principal, agent, employee, consultant, stockholder or in any other capacitycapacity whatsoever:
(a) solicit or attempt to solicit any customer or prospective customer for the purpose of (i) persuading or attempting to persuade any such customer to cease doing business or to curtail the business which such customer or prospective customer has customarily conducted or contemplating conducting with the Corporation (including any subsidiary, including but not limited to ICS, or any affiliated corporation), engage whether or not the relationship between the Corporation and such customer or prospective customer was originally established in any activity intentionally whole or in part through the efforts of the Employee; or (ii) to interfere with, disrupt, diminish or damage solicit the business of such customer or prospective customer in respect to any products or services which are competitive with the CompanyCorporation (including any subsidiary, including but not limited to ICS, or its relationship with any client, supplier or other business relationship of the Companyaffiliated corporation); or.
(iiib) During solicit or attempt to solicit or assist any individual or entity to solicit the Executive’s employment with or engagement of or otherwise entice away from the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentCorporation (including any subsidiary, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyincluding but not limited to ICS, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (Aaffiliated corporation) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates the Corporation (including any subsidiary, including but not limited to terminate employment with MFA or its affiliatesICS, or to become employed by, or to enter into a business relationship with, any other person or entity; or affiliated corporation).
(B4) hire or retain The parties hereto agree that any person who was an employee of MFA or its affiliates within breach by the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation Employee of this Section 7(b)(iii)5.3 shall be deemed to cause the Corporation irreparable harm which cannot adequately be compensated for in damages and that the Corporation in addition to all other remedies, shall be entitled to injunctive or other equitable relief to restrain such breach.
Appears in 1 contract
Sources: Employment Agreement (Integrated Device Technology Inc)
Non-Competition and Non-Solicitation. a. The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive Confidential Information that he has had received and will continue to have access receive from the Company and/or its affiliates is valuable to trade secrets the Company and/or its affiliates, and other that its protection and maintenance constitutes a legitimate business interest of Company and/or its affiliates to be protected by the non-competition and non-solicitation restrictions set forth herein, and that it would cause drastic and irreparable harm to the Company and/or its affiliates were the Executive to utilize or disclose any Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) with the Company has substantial relationships with and/or its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceableaffiliates. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the The Executive agrees and acknowledges that the following non-competition and non-solicitation restrictions on the Executive’s activities during set forth herein are reasonable and after the Executive’s employment are necessary, appropriate and reasonable necessary to protect the goodwill, Confidential Information and other above-described legitimate interests of the Company from unfair and/or its affiliates and inappropriate do not impose undue hardship or burdens on the Executive. The Executive further agrees and acknowledges that the products and services developed or provided by the Company and/or its affiliates are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the world ("the Geographic Boundary"), and that the Geographic Boundary, scope of prohibited competition:
(i) During , and time duration set forth in the Restricted Periodnon-competition and non-solicitation restrictions set forth herein are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company and/or its affiliates.
b. The Executive will hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, member, principal, partner, shareholder, officer, director, agent, holder of financial interest, or any other individual or representative capacity, in any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated association or government entity ("Person"), whether on the prior written consent Executive's own behalf or on behalf of MFA, within the United States, manage, operate, control any Person or be connected as a stockholder entity or otherwise howsoever (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five one percent (1%) of the combined voting power of the outstanding shares stock of a publicly held company), during the Executive's employment with the Company and for a period of one (1) year following after the termination or cessation of this Agreement and of the Executive's employment with the Company for any reason:
(i) Directly or indirectly engage in, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any publicly traded companybusiness in competition with the "business of the Company or its affiliates or their successors." The "business of the Company or its affiliates or their successors" is defined as the business of plasma fractionation or manufacturing, selling, researching, distributing, marketing or otherwise conducting business in any way relating to the development, manufacture, sale or distribution of plasma derivative products, (except Peg-liposomal pdFVIII of Recoly) including, without limitation, biological surgical or partner withfibrin adhesives, whether the Company is actually engaged in such business activities or serve as an officerhas taken action to begin engaging in such business activities, directoreven if any related services or products are not completed or ready for marketing or distribution, employee or consultant of, any Competitorat the time that this Agreement and the Executive's employment with the Company terminates.
(ii) During Directly or indirectly recruit, hire, induce, contact, entice, divert or solicit; attempt to recruit, hire, induce, contact, entice, divert or solicit; or cause to be recruited, hired, induced, contacted, enticed, diverted or solicited, any employee, consultant or independent contractor of the Restricted PeriodCompany and/its affiliates to leave the employment or other relationship with the Company and/or its affiliates for any reason, including, without limitation, for the purposes of providing services to another Person, whether or not any such employee, consultant or independent contractor is party to an employment agreement, consulting agreement, independent contractor agreement or other agreement, provided however, that the Executive will not, without the prior written consent of MFA, directly may hire or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, assist in hiring a former employee, consultant, consultant or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business independent contractor of the CompanyCompany and/or its affiliates who terminated his/her employment, consulting or its independent contractor relationship with the Company and/or its affiliates, and unilaterally approached the Company and/or its affiliates, entirely independent of any client, supplier direct or other business relationship of indirect involvement by the CompanyExecutive.
(iii) During the Executive’s employment with Directly or indirectly contact, call on, induce, divert, entice, take away or solicit; attempt to contact, call on, induce, divert, entice take away or solicit; or cause to be contacted, called on, induced, diverted, enticed, taken away or solicited, any customer or client of the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or and/or its affiliates, or to become employed byany business or patronage enjoyed by the Company and/or its affiliates, with whom or with which the Executive was involved or had a relationship, or whose identity became known to enter into the Executive, during or as a result of his employment with the Company, for any purpose or reason related to the business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA Company or its affiliates or their successors.
c. If any person who was an administrative employee of MFA the restrictive covenants set forth in paragraph 9(b) of this Agreement is held to be invalid, illegal or its affiliates unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and (y) a court of competent jurisdiction shall have the power to modify, any hiring or solicitation pursuant such restrictive covenant to a general solicitation conducted by an entity that has hired or agreed the extent necessary to hire render such provision enforceable, and the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, remaining restrictive covenant shall not be affected thereby.
d. In the event of a violation of any of the restrictive covenants set forth in paragraph 9(b) of this Section 7(b)(iii)Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraph 9(b) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators' order and continuing them from that date for the full period provided.
Appears in 1 contract
Sources: Employment Agreement (Omrix Biopharmaceuticals, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges (a) During the period beginning on the Primary Closing Date and ending on the first (1st) anniversary of the Primary Closing Date (the “Non-Competition Period”), none of the Seller Entities or any of their respective Affiliates (collectively, for purposes of this Section 7.9(a), the “Restricted Entities”) shall, (x) directly or indirectly, engage in the business of the Transferred Business in the Designated Footprint (except with respect to Banking Centers not yet transferred at a Closing) or (y) establish new branches, offices or ATMs, in the Expanded Footprint (it being understood that during expansion at any existing branch, office or ATM location in the Executive’s employment Expanded Footprint shall not be limited) (each of (x) and (y), individually or together, the “Competing Business”); provided, however, that the Restricted Entities may do each of the following without any Restricted Entity being deemed to be in violation of this Section 7.9(a):
(1) own or hold up to 10% of the outstanding securities of any entity whose securities are listed and traded on a nationally recognized securities exchange or market that is engaged in the Competing Business (provided that the Restricted Entities otherwise do not control the business or affairs of such entity) or hold or exercise rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with any Restricted Entity;
(2) conduct any activities associated with the Company Retained Businesses, the Excluded Assets or the Excluded Liabilities, including providing Banking Related Services to customers of the Retained Businesses and establishing or maintaining branches, offices or ATMs within the Designated Footprint to service the Retained Businesses; provided that such branches, offices or ATMs will not be designed to engage in the Competing Business and will only provide Banking Related Services to (i) employees of the Restricted Entities or any of their respective Affiliates; (ii) existing or future customers of the Retained Businesses and, to the extent necessary to comply with Seller’s obligations under the Naming Rights Agreement between Marine Midland Bank (predecessor to Seller) and Crossroads Arena LLC, dated May 7, 1996 (as subsequently amended from time to time), establishing or maintaining ATMs and displaying other marketing and HSBC branded materials at HSBC Arena; (iii) customers of the Restricted Entities whose Relationship is related to a branch or office of any Restricted Entity outside of the Designated Footprint; provided further that the Restricted Entities shall not open new accounts at such locations if such new account would have been part of the Transferred Business if it were open as of the date hereof;
(3) conduct any activities (including, but not limited to, mortgage lending, checking and savings account services, general purpose, co-brand, small business, commercial, corporate, travel and entertainment and private label credit cards and insurance services) on a national or super-regional basis or as part of a national or super-regional advertising campaign (including, e.g. in airports) or advertising in the greater New York City metropolitan area, including through the telephone, direct mail or the internet or other electronic media, provided that such activities shall not be specifically targeted at Banking Center Customers or at Persons in the Designated Footprint;
(4) conduct any activities related to investment banking (including, but not limited to, capital markets, liability management, sales and trading, research and strategic advisory services), cash management tied to the Retained Businesses, foreign exchange, derivatives, international trade or U.S. dollar clearing;
(5) conduct lending activities through HSBC Finance Corporation or any of its Subsidiaries including lending to Persons in the Designated Footprint;
(6) make acquisitions or maintain ownership of any entity in connection with a venture capital, merchant banking, private equity or similar line of business of any Restricted Entity thereof;
(7) merge, consolidate or otherwise engage in a business combination with, or sell all or substantially all of its assets or businesses to, any Person that is not an Affiliate of any Restricted Entity with an existing Competing Business and continue to operate such existing Competing Business; provided that members of any Restricted Entity board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded parent company) and that the shareholders of any Restricted Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty percent (60%) or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded parent company); and, upon the consummation of such a permitted transaction, the Non-Competition Period and the prohibitions of this Section 7.9(a) shall immediately terminate and be of no further effect with respect to the applicable Restricted Entity; and
(8) purchase or acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any entity with an existing Competing Business and continue to operate such existing Competing Business; provided, that if, in the last completed fiscal quarter prior to the consummation of the purchase or acquisition, the aggregate consolidated revenue of such Competing Business exceeded forty percent (40%) of such acquired entity’s total revenue over the same period, then the acquiring Restricted Entity shall commence as promptly as practicable a process to sell all or a portion of such Competing Businesses to an unaffiliated third-party and shall use reasonable best efforts to complete such sale within twenty-four (24) months of such consummation of the purchase or acquisition, such that the revenues of the acquired entity attributable to the Competing Business do not exceed forty percent (40%) of the total revenues of the acquired entity.
(b) From the date hereof until the Final Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment (other than as expressly permitted by this Agreement) or hire (i) any Business Employees and Wealth Management Employees who are not hourly wage (non-exempt) employees, (ii) any employees of the Seller Entities or their Affiliates who are or will be engaged in the preparation for or implementation of any Conversion or the transfer of any of the Transferred Business, Purchased Assets or Assumed Liabilities, or who are or will be otherwise involved in providing services under the Transition Services Agreement and (iii) any employees of HSBC Mortgage Corp. who are not otherwise identified on Schedule 7.9(b). For purposes of monitoring Section 7.9(b)(i) and (ii), all individuals described in (i) and (ii) shall be identified on a Schedule 7.9(b) to be delivered to Purchaser within thirty (30) calendar days of the date hereof and which may be updated from time to time by the Seller Entities. Notwithstanding the requirements of Section 14.5, Schedule 7.9(b) may be delivered and updated by e-mail.
(c) During the period beginning on the Primary Closing Date and ending on the first anniversary of the Primary Closing Date:
(1) Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment or hire any Retained Employee; provided that this Section 7.9(c)(1) shall not prohibit Purchaser or any of its Affiliates from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Retained Employees or hiring any Retained Employee as a result of such general purpose advertisement or (ii) hiring any Retained Employee who was terminated by any Seller Entity after the Effective Primary Closing Date; and
(2) The Seller Entities shall not, directly or indirectly, solicit for employment or hire any Transferred Business Employee; provided that this Section 7.9(c)(2) shall not prohibit any Seller Entity from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Transferred Business Employees or hiring any Transferred Business Employee as a result of such general purpose advertisement or (ii) hiring any Transferred Business Employee who was terminated by Parent, Purchaser or any of their respective Affiliates after the Primary Closing Date.
(d) During the period beginning on the date hereof and ending on the first (1st) anniversary of the Primary Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, (i) use any information regarding the Executive has had and will continue to have access to trade secrets and other Confidential Information Retained Businesses in their possession as a result of the Companytransactions contemplated by this Agreement, whichincluding as part of the books and records that are Purchased Assets, if disclosed, would unfairly and inappropriately assist to solicit or engage in competition against other efforts directed to or targeted at any customer or customers of the Company; Retained Businesses with respect to providing Banking Related Services similar to those of the Retained Businesses or (ii) in the course use such information to take any other actions that are designed to induce any customer of the ExecutiveRetained Businesses to transfer any portion of such customer’s employment Relationships with Seller with respect to the Retained Businesses to a similar business of Purchaser or its Affiliates; provided that nothing in this Section 7.9(d) shall be construed as limiting the ability of Purchaser to (x) respond to unsolicited requests by a Competitor during customers of the Restricted PeriodRetained Businesses; (y) service customers of the Retained Businesses who also, as of the date hereof, are customers of Purchaser or its Affiliates; or (z) offer or continue to offer Banking Related Services that are similar to the Retained Businesses.
(e) During the period beginning on the date hereof and ending on the first (1st) anniversary of the Primary Closing Date, the Executive Seller Entities and their respective Affiliates shall not, directly or indirectly, (i) use any information regarding the Transferred Businesses in their possession as a result of the transactions contemplated by this Agreement, including as part of the books and records that are retained by the Seller Entities, to solicit or engage in other efforts directed to or targeted at any customer or customers of the Transferred Businesses with respect to providing Banking Related Services similar to those of the Transferred Businesses or (ii) use such information to take any other actions that are designed to induce any customer of the Transferred Business to transfer any portion of such customer’s Relationships with Purchaser with respect to the Transferred Businesses to a similar business of Seller Entities or their Affiliates; provided that nothing in this Section 7.9(e) shall be construed as limiting the ability of the Seller Entities to (x) respond to unsolicited requests by customers of the Transferred Business; or (z) offer or continue to offer Banking Related Services that are similar to the Transferred Business except to the extent otherwise restricted in Section 7.9.
(f) Each of Purchaser and the Seller Entities understands and acknowledges that (i) it would inevitably use be difficult to calculate damages to the Seller Entities or disclose Purchaser, as applicable, from any breach of the obligations of Purchaser or the Seller Entities, as applicable, under this Section 7.9, (ii) injury to Purchaser or the Seller Entities, as applicable, from any such trade secrets breach would be irreparable and Confidential Information; impossible to measure and (iii) the Company has substantial relationships with its customers remedy at law for any breach or threatened breach of this Section 7.9 would therefore be an inadequate remedy and, accordingly, Purchaser and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. ThereforeSeller Entities shall, in consideration addition to all other available remedies (including, without limitation, seeking such damages as either can show it has sustained by reason of such breach and/or the Executive’s continued employment with the Company, exercise of the compensation and benefits provided to the Executive all other rights either has under this Agreement), of MFA’s agreement be entitled to make severance benefits available pursuant to Section 5seek injunctive relief, and of the Executive’s being granted access to the customers, trade secrets specific performance and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, equitable remedies without the prior written consent necessity of MFA, within the United States, manage, operate, control showing actual damages or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorposting bond.
(iig) During Purchaser and the Restricted PeriodSeller Entities understand and acknowledge that the restrictive covenants and other agreements contained in this Section 7.9 are an essential part of this Agreement and the transactions contemplated hereby and thereby. It is the intention of the parties that, if any of the Executive will not, without the prior written consent restrictions or covenants contained herein are held to cover a geographic area or to be for a length of MFA, directly or indirectly (individuallytime that is not permitted by Applicable Law, or through is in way construed to be too broad or on behalf to any extent invalid, such provision shall not be construed to be null, void and of another entity no effect, but to the extent that such provision would then be valid or enforceable under Applicable Law, such provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Companyshall be valid and enforceable under Applicable Law.
(iiih) During For the Executive’s employment with the Company and during the period commencing on the Executive’s date avoidance of termination of employment for any reason and ending on the second anniversary doubt, none of the Executive’s termination restrictions imposed by applicable subsections of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) 7.9 shall not apply to any administrative employee Person that is an Affiliate of MFA or its affiliates or any person who was a party to this Agreement if such Person ceases to be an administrative employee Affiliate of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)party.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (First Niagara Financial Group Inc)
Non-Competition and Non-Solicitation. (A) The Executive acknowledges Founders acknowledge that during the Executive’s employment with Acquired Companies have over many years devoted substantial time, effort and resources to developing the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to Acquired Companies’ trade secrets and other Confidential Information of confidential and proprietary information, as well as the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial Acquired Companies’ relationships with its customers customers, suppliers, employees and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment others doing business with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customersAcquired Companies; that such relationships, trade secrets and other Confidential Information information are vital to the successful conduct of the Acquired Companies’ businesses in the future; that because of the Founders’ access to the Company’s confidential information and trade secrets, the Executive agrees Founders would be in a unique position to divert business from the Acquired Companies and to commit irreparable damage to the Acquired Companies were the Founders to be allowed to compete with the Acquired Companies or to commit any of the other acts prohibited below; that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests enforcement of the Company from unfair restrictive covenants against the Founders would not impose any undue burden upon any Founder; and inappropriate competition:
that the ability to enforce the restrictive covenants against the Founders is (iamong others) During a material inducement to the Restricted Perioddecision of the Purchaser to consummate the transactions contemplated by this Agreement. Accordingly, the Executive will not, without the except where permitted by a prior written consent of MFAthe Purchaser, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason Closing Date and ending on the second anniversary of the Executive’s termination Closing Date:
(a) no Founder and no Executive will, anywhere in countries where the Acquired Companies do business, directly or indirectly, whether as a principal, agent, employee or otherwise, or alone or in association with any Person, own, share in the earnings of, invest in the stock, bonds or other securities of, manage, operate, control, participate in the ownership, management, operation, or control of, finance (whether as a lender, investor or otherwise), guaranty the obligations of, be employed by, associated with, or otherwise aid or assist in any manner any Person that is engaged in or competitive with the business of employmentany Acquired Company (a “Competing Activity”). The Founders and the Executive will not be in violation of this Section 5.8(a) solely by reason of investing in stock, bonds or other securities of any Person engaged in a Competing Activity (but without otherwise participating in such business), if (A) (i) such stock, bonds or other securities are listed on any national securities exchange and (ii) such investment does not exceed, in the case of any class of the capital stock of any one issuer, 5% of the issued and outstanding shares of such capital stock, or, in the case of bonds or other securities, 5% of the aggregate principal amount thereof issued and outstanding;
(b) no Founder and no Executive will directly or indirectly (i) solicit the business of any Person who is a customer of any Acquired Company, (ii) cause, induce or attempt to cause or induce any customer, supplier, independent contractor, licensee, licensor, or franchisee or other business relation of any Acquired Company to cease or reduce the extent of its business relationship with such Acquired Company or to deal with any competitor of such Acquired Company or (iii) in any way interfere with the relationship between any Acquired Company and any of its customers, suppliers, licensees, licensors, franchisees or other business relations;
(c) no Founder and no Executive will directly or indirectly, recruit, solicit, cause, induce or attempt to cause or induce any employee of any Acquired Company to leave his or her employment either for the Founder, the Executive or for any other Person, or in any way interfere with the relationship between any Acquired Company and any of its employees;
(d) no Founder and no Executive will notdisparage the Purchaser, without the Acquired Companies or any of their respective directors, officers, employees or agents;
(B) The Financial Investors acknowledge that the Acquired Companies have over many years devoted substantial time, effort and resources to developing the Acquired Companies’ trade secrets and other confidential and proprietary information, as well as the Acquired Companies’ relationships with customers, suppliers, employees and others doing business with the Acquired Companies; that such relationships, trade secrets and other information are vital to the successful conduct of the Acquired Companies’ businesses in the future; that because of the Financial Investors’ access to the Company’s confidential information and trade secrets, the Financial Investors would be in a unique position to divert business from the Acquired Companies and to commit irreparable damage to the Acquired Companies were the Financial Investors to commit any of the acts prohibited below; that the enforcement of the restrictive covenants against the Financial Investors would not impose any undue burden upon any Financial Investor; and that the ability to enforce the restrictive covenants against the Financial Investors is (among others) a material inducement to the decision of the Purchaser to consummate the transactions contemplated by this Agreement. Accordingly, except where permitted by a prior written consent of MFAthe Purchaser, during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date:
(a) no Financial Investor will disparage the Purchaser, the Acquired Companies or any of their respective directors, officers, employees or agents;
(b) no Financial Investor will directly or indirectly (individuallyindirectly, recruit, solicit, cause, induce or through attempt to cause or on behalf induce any employee of another entity as owner, partner, agent, employee, consultantany Acquired Company to leave his or her employment either for the Financial Investor or for any other Person, or in any other capacity)way interfere with the relationship between any Acquired Company and any of its employees, (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was except where an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant responds to a general solicitation advertisement or executive search conducted by an entity in the ordinary course of business and not directed specifically at one or more of the employees of the Acquired Companies; and
(c) each Financial Investor will not, and will cause those of its Affiliates, which operate as investment funds, to not cause any Person to start-up a company whose business is that has hired or agreed of a direct competitor of any of the Acquired Companies in any of the territories where the Acquired Companies are doing business as of the Closing Date. Direct competitor to hire the Executive and that does Acquired Companies shall be understood as a company providing third party representation services to pharmaceutical companies. For the avoidance of doubt, this clause shall not directly or indirectly target require any of the Financial Investors (i) to prevent any of their current or former employees of MFA future portfolio companies from engaging in such activity (other than any future portfolio company in which a Financial Investor has helped, financially or its affiliatesotherwise, start or by establish such company) or (ii) to refrain from making one or more investments into a headhunter employed by such entity, which in either case does not involve current or future portfolio company that is already competing with the Executive, shall not be a violation of this Section 7(b)(iii)Acquired Companies.
Appears in 1 contract
Sources: Stock Purchase Agreement (Valeant Pharmaceuticals International, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges Sellers and the Management Shareholders hereby acknowledge, recognize and confirm that the nature of the Business is highly competitive, that the covenants herein contained in this Section are part of the bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive any Seller or any Management Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the goodwill and the customer and supplier relationships of the Business to be acquired by it in connection with the Contemplated Transactions. Accordingly, the Sellers and the Management Shareholders agree that neither any Seller nor any Management Shareholder will directly or indirectly during the Executive’s employment with eight (8) year period following the Company prior to and after Closing Date (the Effective Date, “Noncompetition Period”) (i) the Executive has had and will continue engage in or prepare to have access to trade secrets and other Confidential Information of the Companyengage in any Competing Business, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose whether such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve engagement is as an officer, director, employee proprietor, employee, partner, manager, member, investor (other than as a passive investor in less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, creditor or consultant of, any Competitor.
otherwise anywhere in the geographic areas encompassed by the present boundaries of the current states and territories of the United States and the additional territories listed on Schedule 4.10 (the “Restricted Territory”); or (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly assist others in engaging in or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), preparing to engage in any activity intentionally to interfere with, disrupt, diminish Competing Business in the manner described in clause (i) of this Section 4.10; or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During solicit the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallybusiness of, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship trade with, any other person customers or entityprospective customers of any Seller in the Restricted Territory with respect to the products sold or services provided by such Seller during the two (2) year period immediately preceding the Closing Date; or (Biv) hire induce, or retain otherwise solicit, any person customers with whom any Seller has done business to terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser’s Affiliates; or (v) solicit or induce any individual who was is an employee of MFA Purchaser at that time to terminate his or its affiliates within her employment with Purchaser or offer employment to or hire or engage any such individual. Notwithstanding the six month period preceding such action; provided thatforegoing, (x) this Section 7(b)(iii) 4.10 shall not apply to be of no force and effect in the event any administrative employee of MFA Seller or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation Shareholder purchases the Intellectual Property Assets pursuant to a general solicitation conducted by an entity that has hired or agreed to hire sale in foreclosure resulting from a default on the Executive Note and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Security Agreement.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges and agrees that during he is a key employee who has unique knowledge and experience regarding Company's trade secret, confidential, and proprietary information, and further acknowledges that the Executive’s employment with restrictions set forth in this Section 6 are reasonable and necessary to preserve and protect the Company prior Company's trade secret, confidential, and proprietary information and to preserve and after protect the Effective Date, (i) the Executive has had goodwill and will continue to have access to trade secrets and other Confidential Information continuity of the Company, which, if disclosed, would unfairly 's business. Executive further acknowledges that his agreement and inappropriately assist adherence to the restrictions set forth in competition against the Company; (ii) in the course this Section 6 are material terms and conditions of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets this Agreement and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, his receipt of the compensation and benefits provided to the described in Section 4 above. Accordingly, so long as Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and is an employee or Director of the Executive’s being granted access Company and for a period of one (1) year following the later of (y) the date which Executive ceases to be an employee the customersCompany for any reason, trade secrets and other Confidential Information or (z) the date which Executive ceases to be a Director of the CompanyCompany for any reason, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessaryhe will not, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitioneither directly or indirectly:
(ia) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder Engage in any business activity (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve whether as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, proprietor, partner, director or otherwise) that is competitive, in whole or in any other capacity)part, engage in any activity intentionally to interfere with, disrupt, diminish with the Company (or damage the business of the Company, or its relationship with any client, supplier "Affiliated Company" (defined to mean any corporation or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, entity or entities that directly or indirectly (individuallycontrols, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed is controlled by, or is under common control with the Company)), including but not limited to enter into a business relationship withdeveloping, selling, marketing, manufacturing, licensing, or distributing products or services that are competitive with the products and services being developed, sold, marketed, manufactured, licensed, or distributed by the Company;
(b) Have any ownership interest in, or participate in the financing, operation, management, or control of, any other person person, firm, corporation or entity; business whose products, activities, or services compete in whole or in part with those of the Company (B) hire or retain of any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided thatAffiliated Company), (x) provided, however, that nothing contained in this Section 7(b)(iii6(b) shall not apply be construed to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates prohibit Executive from purchasing and owning (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current indirectly) up to one percent (1%) of the capital stock or former employees other securities of MFA any corporation or its affiliates, other entity whose stock or by a headhunter employed by securities are traded on any national or regional securities exchange or the national over-the-counter market and such entity, which in either case does not involve the Executive, ownership shall not be constitute a violation of this Section 7(b)(iii6(b);
(c) Divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, including, without limitation, the solicitation of any past, present, or prospective customer, client, partner, vendor, supplier, licensee, or party who has been or will be evaluating or testing the Company's products and/or services, or the interference with or disruption of the Company's business relations with its past, present, or prospective customers, clients, partners, vendor, suppliers, licensees, evaluators or testers of its products and/or services; or
(d) Solicit, hire, recruit, employ or retain any person or entity who is employed by or has a contractual or consulting relationship with the Company, or induce or encourage any person or entity who is employed by or has a contractual or consulting relationship with the Company to terminate their employment, contractual, or consulting relationship with the Company.
Appears in 1 contract
Sources: Employment Agreement (Terayon Communication Systems)
Non-Competition and Non-Solicitation. The Executive acknowledges and agrees that the nature of the Confidential Information that the Company commits to provide to Executive during Executive’s employment by the Company would make it unlikely that Executive would be able to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Executive further acknowledges and agrees that the Company’s business is conducted in a highly competitive market. Accordingly, Executive agrees that during the Executive’s employment with Non-Competition Period (as defined below), Executive will not (other than for the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information benefit of the Company, which, if disclosed, would unfairly its subsidiaries and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue affiliates pursuant to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement) directly or indirectly, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control individually or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant ofemployee, any Competitor.
(ii) During the Restricted Periodshareholder, the Executive will notconsultant, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownercontractor, partner, joint venturer, agent, employee, consultantequity owner, or in any other capacitycapacity whatsoever, (i) regardless of the reason for termination, work for, engage in, or operate any restaurant business or restaurant operating or management company that (x) features the sale of steak where the sale of steak exceeds thirty percent (30%) of the restaurant’s revenues from food sales and (y) which is, or owns or operates restaurants, located within thirty (30) miles of any Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any ▇▇▇▇▇▇▇▇’▇ Steakhouse restaurant (a “Competing Business”), engage in any activity intentionally or (ii) (x) hire, attempt to interfere withhire, disrupt, diminish or damage the business of the Companycontact with respect to hiring, or its relationship solicit with respect to hiring any client, supplier employee of any Protected Company; or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (Az) solicit, encourage, or engage in influence any activity suppliers or vendors of any Protected Company to induce cease doing business with any employee Protected Company or change the terms and conditions upon which they conduct their business with any Protected Company where Executive had, whether directly or indirectly, contact during the period of MFA time that Executive was employed by the Company or its predecessors-in-interest or its affiliates to terminate employment (herein, the “Employment Period”) or business relations during the Employment Period with MFA such vendors or its affiliatessuppliers, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the about whom Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)possesses Confidential Information.
Appears in 1 contract
Sources: Executive Employment Agreement (Del Frisco's Restaurant Group, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets WPCS and other Confidential Information the Company and that its protection and maintenance constitutes a legitimate business interest of WPCS and the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s and WPCS’s business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Member, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Member or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. Business shall be the development and operation of Bitcoin electronic trading platforms and related software, including Bitcoin trading software and exchanges.
(2) Recruit, solicit or its relationship hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company.;
(iii3) During Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment with the Company and during the pursuant to Section 5 (other than pursuant to Section 5(a)(v) or 5(d)(iv)), for a period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s one (1) year thereafter, provided, however, that following termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)9 shall terminate upon the occurrence of an Event of Default (as such term is defined in the Senior Secured Note issued by the Company to the Executive on December 16, 2013) that is not cured within thirty (30) days.
Appears in 1 contract
Sources: Executive Employment Agreement (WPCS International Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any publicly traded company) and all inventions, technology and trade secrets related thereto or partner witha result of the services of Employee hereunder, as well as all activities that involve the making, use or serve as an officer, director, employee or consultant of, any Competitorlicensing thereof.
(ii2) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or in if any such customer elects to move its business to a person other capacity)than the Parent, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent for such customer, or its relationship have any discussions regarding any such service with any clientsuch customer, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as ownersuch other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, partnercontractual or otherwise, agent, employee, consultant, or in between the Parent and any other capacityparty, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Parent Group and that its protection and maintenance constitutes a legitimate business interest of the Parent Group, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent Group’s Business (as defined in Section 11(b)(1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other Confidential Information legitimate business interests of, any member of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against Parent Group and/or such member’s clients or customers. The provisions of this Section 11 shall survive the Company; (ii) in the course termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Board, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(i) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Parent, as defined in the next sentence. For purposes hereof, the Parent Group’s “Business” shall mean research, development, techniques and technology in any manner involving or related to the separation of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.isotopes;
(ii) During the Restricted PeriodRecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Parent Group to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent Group;
(iii) Attempt in any manner to solicit or accept from any customer of the Parent Group, with whom Executive had significant contact during Executive’s employment by the Parent Group (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent Group with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent Group, or in if any such customer elects to move its business to a person other capacity)than the Parent Group, engage in provide any activity intentionally to interfere with, disrupt, diminish services of the kind or damage competitive with the business of the CompanyParent Group for such customer, or its relationship have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent Group; or
(iv) Interfere with any clientrelationship, supplier contractual or otherwise, between the Parent Group and any other business relationship party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company.
Parent Group, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent Group for the purpose of competing with the Business of the Parent Group. With respect to the activities described in Paragraphs (i), (ii), (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment(iv) above, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)11(b) shall continue during the term of this Agreement and for a period of one (1) year thereafter.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and inappropriate competition:regardless whether the termination is voluntary or involuntary, within the Territory.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that he shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares of any publicly traded company) or partner withCorporation, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During defined in the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business next sentence. “Business” shall mean mobile satellite products and services sector of the Company, or its relationship with any client, supplier or other business relationship of the Companyglobal communications industry.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract
Sources: Employment Agreement (NextPlat Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access the Company and the Company and that its protection and maintenance constitutes a legitimate business interest of the Company and the Company, to trade secrets be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s and its subsidiaries’ businesses are conducted worldwide, and that the territory and scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information, and to protect the goodwill and other Confidential Information legitimate business interests of the Company, whichits subsidiaries, if disclosed, would unfairly and inappropriately assist in competition against affiliates and/or its clients or customers. The provisions of this Section 8 shall survive the Company; (ii) in the course termination of the Executive’s employment by a Competitor hereunder for the time periods specified below.
(b) The Executive hereby agrees and covenants that during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers Term and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Thereforeperiod thereafter provided below, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, he shall not without the prior written consent of MFAthe Company, within directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (A) as a holder of less than five (5%) percent of the United Statesoutstanding securities of a company whose shares are traded on any national securities exchange or (B) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies):
(i) engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Company, as defined in the next sentence. For purposes hereof, the term “Business” shall mean the sales and service of any publicly traded company) or partner withsatellite voice and data equipment, or serve as an officerand satellite-enabled voice, directordata, employee or consultant of, any Competitor.tracking and IoT connectivity services;
(ii) During the Restricted Periodrecruit, the Executive will not, without the prior written consent of MFA, directly solicit or indirectly (individuallyhire, or through attempt to recruit, solicit or on behalf of another entity as ownerhire, partner, agent, any employee, consultantor independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(iii) attempt in any other capacity), engage in manner to solicit or accept from any activity intentionally to interfere with, disrupt, diminish or damage the business customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its relationship business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any client·discussions regarding any such service with such customer, supplier or on behalf of such other business relationship person for the purpose of competing with the Business of the Company.; or
(iv) interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (i), (ii), (iii) During and (iv) above, the restrictions of this Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to Section 5 for a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees period of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)one (1) year thereafter.
Appears in 1 contract
Sources: Employment Agreement (Orbsat Corp)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Company prior to and after the Effective Date, (i) the Executive Employee has had already received and will continue receive is valuable to have access the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to trade secrets be protected by the non-competition restrictions set forth herein. The Employee agrees and other acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5of, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Company from unfair and inappropriate competition:Employee’s employment hereunder for the time periods specified below.
(ib) During the Restricted Period, the Executive will not, The Employee hereby agrees and covenants that she shall not without the prior written consent of MFAthe Corporation, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder in any manner with the ownership, management, operation or control of shares publicly traded on a stock exchange or any business in competition with the NASDAQ National Market System, provided that the Executive shall not own more than five percent Business of the outstanding shares Corporation, as defined in the next sentence. “Business” shall mean the development and sale of any publicly traded company) lighter than air and heavier than air tethered aerostats or partner with, or serve as an officer, director, employee or consultant of, any Competitordrones.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Non-Competition and Non-Solicitation. The Executive acknowledges that during Each Culligan Party hereby agrees that, except as reasonably necessary in order to perform its obligations to any Primo Party under any Transaction Document or as otherwise approved in writing by the Executive’s employment with the Company prior to and after the Effective DateBuyers, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use neither such Culligan Party nor any Culligan Affiliate will, directly or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionindirectly:
(ia) During market, sell or provide Products or Services in the Restricted PeriodTerritory;
(b) solicit any Customer for purposes of marketing, selling or providing Products or Services to such Customer in the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected Territory;
(c) accept as a stockholder (other than as a holder customer any Customer for purposes of shares publicly traded on a stock exchange marketing, selling or providing Products or Services to such Customer in the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.Territory;
(iid) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly induce or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, attempt to induce any Hired Active Employee to terminate such employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with any Primo Party;
(e) employ or engage as an independent contractor any Hired Active Employee until one year after such Hired Active Employee’s Employment Termination Date; provided, however, that, the Company restriction in this Section 2(e) shall not apply with respect to a Hired Active Employee if such Hired Active Employee is terminated by any Primo Party without Cause;
(f) interfere with the business relationship between a Customer, Hired Active Employee or supplier and during any Buyer;
(g) provide any Products or Services to any Person for use by any Person to engage in the period commencing on Business in the Executive’s date Territory; or
(h) be or become a Representative of termination of employment for any reason and ending on the second anniversary Person who engages in any of the Executive’s termination foregoing activities; provided, however, that the foregoing clauses (a) — (h) will not (i) restrict the ability of employment, the Executive will not, without Culligan Parties or the prior written consent of MFA, directly Culligan Affiliates to purchase or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), otherwise acquire (A) solicit, encourage, up to one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities have been registered under Section 12(b) or engage in any activity to induce any employee 12(g) of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; the Securities Exchange Act of 1934 or (B) hire securities of Primo Parent, or retain any person who was an employee (ii) restrict the ability of MFA the Culligan Parties or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply Culligan Affiliates to continue to issue franchise agreements that authorize the lines of business described in Schedule A. To the extent that a third-party successor to any administrative employee of MFA or its affiliates Culligan Party or any person who was an administrative employee Culligan Affiliate or any direct or indirect acquirer of MFA a material portion of the business, assets or its affiliates equity of any Culligan Party or any Culligan Affiliate is engaged in the Business at the time of such acquisition, neither such third party nor any controlled Affiliates of such third party shall be deemed to be Affiliates of any Culligan Party by reason of such succession or acquisition and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation bound by the foregoing clauses (a) — (h); provided, however, that such third party and any controlled Affiliates of this Section 7(b)(iii)such third party shall not use the Culligan name or any variation thereof in connection with the Business during the Restricted Period.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s 's employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company's Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, which, if disclosed, would unfairly and inappropriately assist in competition against account or business partner belongs exclusively to the Company; (ii) in , including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the course Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Executive’s employment by a Competitor during the Restricted PeriodCompany depends upon his use of such skills on its behalf. In recognition of this, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companyone (1) year thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Board, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve whether as an officeremployee, directoragent, employee or consultant ofservant, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, independent contractor, representative, stockholder or in any other capacity), engage in capacity whatsoever): (i) conduct any activity intentionally to interfere with, disrupt, diminish business with any customer of the Company on behalf of any entity or damage person other than the Company (including the Executive) if such business of is competitive with the products or services offered by the Company, or (ii) perform any work competitive in any way with the products or services offered or planned to be brought to market by the Company during the Term or within one (1) year thereafter, on behalf of any entity or person other than the Company (including the Executive), provided that nothing herein shall prohibit the Executive from owning up to 5% of the securities of any company or venture fund, mutual fund or other similar investment vehicle as to which the Executive does not control or influence investment decisions, and provided that nothing herein shall prohibit the Executive from making other personal investments that otherwise might violate this sub-Section with the prior approval of the Board.
(b) During the Term, (except as requested in connection with the performance of the Executive's duties and responsibilities hereunder), and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafter, except in the good faith performance of his duties hereunder, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of the Company to cease doing business with the Company, or reduce its relationship with any client, supplier the Company or other business refrain from establishing or expanding a relationship of with the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets WPCS and other Confidential Information the Company and that its protection and maintenance constitutes a legitimate business interest of WPCS and the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s and WPCS’s business is conducted worldwide (ii) the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:time periods specified below.
(ib) During the Restricted Period, the The Executive will not, hereby agrees and covenants that he shall not without the prior written consent of MFAthe Member, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Member or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. Business shall be the development and operation of Bitcoin electronic trading platforms and related software, including Bitcoin trading software and exchanges.
(2) Recruit, solicit or its relationship hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company.;
(iii3) During Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment with the Company and during the pursuant to Section 5 (other than pursuant to Section 5(a)(v) or 5(d)(iv)), for a period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s one (1) year thereafter, provided, however, that following termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)9 shall terminate upon the occurrence of an Event of Default (as such term is defined in the Senior Secured Note issued by the Company to the Executive on December 17, 2013) that is not cured within thirty (30) days.
Appears in 1 contract
Sources: Executive Employment Agreement (WPCS International Inc)
Non-Competition and Non-Solicitation. The Executive In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the ExecutiveEmployee’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided Company will provide Employee Confidential Information, which Employee promises to not disclose. Further, Employee will become and/or remain familiar with the Executive under this Agreement, of MFACompany’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and with other Confidential Information concerning the Company and that Employee’s services shall be of special, unique and extraordinary value to the Company, and therefore, the Executive Employee agrees that the following some restrictions on the ExecutiveEmployee’s activities during and after the ExecutiveEmployee’s employment are necessary, appropriate and reasonable necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionCompany:
(ia) During the Restricted Periodperiod of Employee’s employment by the Company and, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executiveif Employee’s employment with the Company and during the period commencing on the Executive’s date of termination of employment terminates for any reason and ending reason, for a period of one (1) year thereafter (less any time spent on Garden Leave) (“Covenant Period”), except with the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFAthe Board, Employee shall not directly or indirectly, own, control, finance or participate in the ownership, control or financing of, or be employed by or provide services to, any Competitor. Notwithstanding the foregoing, nothing herein shall prevent Employee from providing services to, or being employed by, or owning, controlling, financing or participating in the ownership, control or financing of, any diversified entity or other person (other than the entities listed on Attachment B) that is engaged in the Restricted Business, so long as (i) the Restricted Business does not constitute greater than 25% of the aggregate revenue of such diversified entity or other person and (ii) Employee is not employed within and does not have involvement with business development or business strategy with respect to the Restricted Business. In further consideration for the Company’s promises herein, Employee agrees that during the Covenant Period, Employee will not so as to compete with the Company directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (Ai) solicit, encourageentice, induce, cause, encourage or recruit any Restricted Employee, Customer or Supplier of the Company or its subsidiaries or affiliates to work for, provide services to or do business with a third party other than the Company or its subsidiaries or affiliates or engage in any activity that would cause any employee, representative, consultant, customer, subscriber or supplier to induce violate any employee of MFA agreement with the Company or its subsidiaries or affiliates to or otherwise terminate employment or change its relationship with MFA the Company or its affiliates, subsidiaries or to become employed by, or to enter into a business relationship with, any other person or entity; affiliates or (Bii) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, Restricted Employee.
(xb) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, The foregoing restrictions shall not be construed to prohibit Employee’s ownership of less than one percent (1%) of any class of securities of any corporation that is engaged in any of the foregoing businesses and has a violation class of securities registered pursuant to the Securities Exchange Act of 1934 (or such similar local legislation), as amended, provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Employee’s rights as a stockholder, or seeks to do any of the foregoing.
(c) In this Section 7(b)(iii).21, unless the context otherwise requires:
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions and other Confidential Information (including trade secrets), and further acknowledges that during the course of the Executive’s 's employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company's Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course . In recognition of the Executive’s employment by a Competitor during the Restricted Periodthis, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companytwo (2) years thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Company, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve whether as an officeremployee, directoragent, employee or consultant ofservant, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, independent contractor, representative, stockholder or in any other capacitycapacity whatsoever) participate in any business that offers products or services directly competitive with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or be employed by an entity engaging in a Business during the two year post-employment non-competition period if he works for a independently-managed and operated subsidiary, affiliate or division of such entity that does not engage in a Business and does not perform any activity intentionally services for the aspects of such entity engaging in a Business. Nothing herein shall prevent the Executive from acquiring or owning 3% or less of any publicly-traded class of securities so long as the Executive holds such securities as a passive investment.
(b) During the Term, and for a period of two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to interfere with, disrupt, diminish leave the employ of the Company or damage the business of any independent contractor to sever its engagement with the Company, or its relationship with any client, supplier or other business relationship of absent prior written consent to do so from the Company.
(iiic) During the Executive’s employment Term, and for a period of two (2) years thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of the Company to cease doing business with the Company, reduce its relationship with the Company and during or refrain from establishing or expanding a relationship with the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentCompany, the Executive will not, without the absent prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within do so from the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii)Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. a) The Executive agrees and acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) Confidential Information that the Executive has had already received and will continue receive is valuable to have access to trade secrets the Company and other Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Executive agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company; ’s Business (iias defined in Section 12(b) (1) below) is conducted throughout the world (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 12 shall survive the termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill hereunder for the Company in the course of the Executive’s employment time periods specified below.
b) The Executive hereby agrees and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees covenants that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, he shall not without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the United StatesTerritory.
1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business Business of the Company, as defined in the next sentence. For purposes hereof, the Company’s “Business” shall mean the provision of memory products or its relationship memory performance solutions, and any mining or resource business.
2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with any client, supplier or other business relationship the Business of the Company.
(iii3) During Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this agreement or otherwise), business of the kind or competitive with the business done by the Company and during with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the period commencing on amount of business which such customer has customarily done or might do with the Executive’s date of termination of employment for Company, or if any reason and ending on such customer elects to move its business to a person other than the second anniversary Company, provide any services of the Executive’s termination kind or competitive with the business of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyCompany for such customer, or through or have any discussions regarding any such service with such customer, on behalf of another entity as owner, partner, agent, employee, consultant, such other person for the purpose of competing with the Business of the Company; or With respect to the activities described in any other capacityParagraphs (1), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that2), (x3) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y4) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire above, the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation restrictions of this Section 7(b)(iii)12(b) shall continue during your employment under this agreement and for a period of two years thereafter.
Appears in 1 contract
Sources: Employment Agreement (Dataram Corp)
Non-Competition and Non-Solicitation. The Executive 12.1 Employee acknowledges that during Employee occupies a position of trust and confidence and is a fiduciary to the Executive’s employment with Company. Employee agrees that the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets consideration and other Confidential Information benefits provided to Employee described herein clearly justify the following restrictions which, in any event, given Employee's skills and abilities and his position as a chief executive of the Company, whichwill not prevent Employee from earning a living. Employee acknowledges that all restrictions contained in this Section 12 are reasonable and valid as to time, if disclosedgeographical area, would unfairly and inappropriately assist in competition against scope of activity to be restrained for the adequate protection of the legitimate business interests and goodwill of WCI and are no broader than is necessary to protect such interests and goodwill. Employee agrees and acknowledges that due to the high-level nature of Employee's duties for the Company; , his key role within the Company (ii) and which is a chief executive role with the Company), the opportunity being provided by the Company to receive Equity Awards and thereby align Employee's interests with WCI's interests in long-term success, and the course nature and depth of the Executive’s employment by a Competitor during the Restricted PeriodConfidential Information that WCI shares with Employee, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill it is reasonable for the Company to expect Employee not to engage in any business principally focused on liquid, semi-solid or solid waste collection, transportation, disposal, recycling and/or composting, and the operation of transfer stations, recycling facilities, materials recovery facilities or landfills, and/or any other business engaged in by WCI and as to which Employee had involvement and/or received Confidential Information (the "Restricted Business"), anywhere in any county of any U.S. state, or any province or territory in Canada over which Employee has management authority with WCI, or about which Employee has access to Confidential Information relating to WCI's current or planned operations in such province or territory (the "Restricted Territory")1 during his employment and for the time periods set out below in Section 12.2. The Parties agree that for the purposes of this Agreement, Employee has management authority over all locations of the Company in Canada and in WCI’s Southern and Eastern Regions in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in U.S.
12.2 In consideration of the Executive’s continued employment with provisions hereof, during the CompanyTerm and for the twelve (12)-month period following the Date of Termination (the "Restricted Period"), Employee will not, except as specifically provided below and/or for the benefit of WCI, anywhere in the compensation and benefits provided to Restricted Territory, directly or indirectly, acting individually or as the Executive under this Agreementowner, shareholder, partner or management employee of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionany entity:
(ia) During engage or prepare to engage with the Restricted Period, Business; or
(b) enter the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected employ as a stockholder (other than manager or executive of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, or act as a holder of shares publicly traded on consultant or in any other advisory role, whether paid or unpaid, to the Restricted Business; or
(c) receive or purchase a stock exchange or the NASDAQ National Market Systemfinancial interest in, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withmake a loan to, make a gift in support of, or serve otherwise provide financial support to any Restricted Business in any capacity, including without limitation, as an a sole proprietor, partner, shareholder, officer, director, employee principal agent or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation trustee. For purposes of this Section 7(b)(iii).12:
Appears in 1 contract
Non-Competition and Non-Solicitation. (1) The Executive Employee acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course Employee’s position of the Executive’s employment by a Competitor during the Restricted PeriodVice President of Video, the Executive would inevitably use or disclose such trade secrets Employee occupies a position of trust and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceableconfidence. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees The Employee understands that the following restrictions on may limit the ExecutiveEmployee’s activities during ability to earn a livelihood in a business which, directly or indirectly, compete with Corporation. However, the Employee agrees that the Employee will receive sufficient consideration and after other benefits as an Employee of Corporation to clearly justify such restrictions which, in any event, given the ExecutiveEmployee’s employment skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in Section 5.3 are necessary, appropriate reasonable and reasonable valid for the adequate protection of the legitimate business interests and goodwill of the Corporation and are no broader than is necessary to protect the such interests and goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(i2) During the Restricted Period, the Executive will not, The Employee shall not (without the prior written consent of MFAthe Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as principal, agent, stockholder or in any other capacity whatsoever carry on, or be engaged in, or have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business or which is in whole or in part competitive with any of the businesses carried on by the Corporation within the United States, manage, operate, control or be connected as respective territories in which such businesses are then carried on (except for any equity share investment in a stockholder (other than as a holder of public company whose shares publicly traded are listed on a recognized stock exchange or where such share investment does not in the NASDAQ National Market System, provided that the Executive shall not own more than five percent aggregate exceed 5% of the outstanding issued equity shares of any publicly traded such company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor).
(ii3) During the Restricted Period, the Executive will not, The Employee shall not (without the prior written consent of MFAthe Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (individuallyexcept for the Corporation), or through or on behalf of another entity whether as owner, partnera principal, agent, employee, consultant, stockholder or in any other capacitycapacity whatsoever:
(a) solicit or attempt to solicit any customer or prospective customer for the purpose of (i) persuading or attempting to persuade any such customer to cease doing business or to curtail the business which such customer or prospective customer has customarily conducted or contemplating conducting with the Corporation (including any subsidiary, including but not limited to ICS, or any affiliated corporation), engage whether or not the relationship between the Corporation and such customer or prospective customer was originally established in any activity intentionally whole or in part through the efforts of the Employee; or (ii) to interfere with, disrupt, diminish or damage solicit the business of such customer or prospective customer in respect to any products or services which are competitive with the CompanyCorporation (including any subsidiary, including but not limited to ICS, or its relationship with any client, supplier affiliated corporation); or other business relationship of the Company.
(iiib) During solicit or attempt to solicit or assist any individual or entity to solicit the Executive’s employment with or engagement of or otherwise entice away from the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employmentCorporation (including any subsidiary, the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyincluding but not limited to ICS, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (Aaffiliated corporation) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates the Corporation (including any subsidiary, including but not limited to terminate employment with MFA or its affiliatesICS, or to become employed by, or to enter into a business relationship with, any other person or entity; or affiliated corporation).
(B4) hire or retain The parties hereto agree that any person who was an employee of MFA or its affiliates within breach by the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation Employee of this Section 7(b)(iii)5.3 shall be deemed to cause the Corporation irreparable harm which cannot adequately be compensated for in damages and that the Corporation in addition to all other remedies, shall be entitled to injunctive or other equitable relief to restrain such breach.
Appears in 1 contract
Sources: Employment Agreement (Integrated Device Technology Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in In consideration of the Executive’s continued employment with Merger Consideration and the Company, consummation of the compensation and benefits provided to transactions contemplated by the Executive under this Merger Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive Stockholder agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionhe shall not:
(ia) During for a period of four (4) years after the Closing Date (the “Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA”), directly himself or indirectly (individually, or through or on behalf of another entity any entity, as ownera principal, employee, partner, agentstockholder, employeemember, consultantofficer, director, agent or in any other capacity)otherwise, engage in any activity intentionally to interfere compete with, disruptassist in or provide financial resources to any activity, diminish person or damage entity which competes anywhere in the business world with the Business, whether conducted by the Company, Ixia and/or any of their respective subsidiaries, as the Business is conducted or planned to be conducted on the Closing Date; provided, however, that the foregoing shall not prohibit Stockholder from owning 2% or less of the outstanding equity or debt securities of a publicly traded entity that engages in the Business (or any portion thereof) or from performing services as an employee for the benefit of the Company, Ixia and/or any of their respective subsidiaries and accordance with the terms and conditions of such employment;
(b) use or its relationship disclose to anyone except authorized personnel of the Company and Ixia any trade secrets or confidential matters concerning the Company, including, without limitation, all information pertaining to secrets, customer lists and credit records, employee data, sales representatives and their territories, mailing lists, consultant arrangements, pricing policies, operational methods, marketing plans or strategies, product development and techniques or plans, research and development programs and plans, business acquisition plans, new personnel acquisition plans, designs and design projects, intellectual property and any other research or business information concerning the Company which the Company currently treats as confidential (whether or not a trade secret under applicable law). If Stockholder is or may be obligated to disclose any such trade secret or confidential information pursuant to applicable law, regulation or legal process, then Stockholder shall provide Ixia with prompt written notice before any client, supplier such disclosure sufficient to enable Ixia either to seek a protective order or other business relationship appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section or both. Nothing herein shall prevent Stockholder from using or disclosing information that is generally available to the public;
(c) during the Restrictive Period, directly himself or indirectly through or on behalf of any entity, as a principal, employee, partner, stockholder, member, officer, director, agent or otherwise, solicit or encourage to leave employment any officer or employee of the Company., Ixia or any of their respective subsidiaries as of the Closing Date, or any person who had been an officer or employee of the Company, Ixia or any of their respective subsidiaries within the three months immediately preceding the Closing Date (collectively, the “Restricted Employees”), or induce or attempt to induce, or assist anyone else to induce or attempt to induce, any customer of the Company, Ixia or any of their respective subsidiaries to reduce or discontinue its business with the Company, Ixia or any of their respective subsidiaries or disclose to anyone else the name and/or requirements of any such customer or provide goods or services to any such customer in competition with the goods or services of the Company, Ixia or any of their respective subsidiaries; or
(iiid) During for a period of three (3) years after the Executive’s employment with Closing Date, directly himself or indirectly through or on behalf of any entity, as a principal, employee, partner, stockholder, member, officer, director, agent or otherwise, hire any one or more of the Company Restricted Employees; provided, however, that notwithstanding the foregoing and during subject to the period commencing on the Executive’s date of termination of employment for any reason restrictions set forth in Section 2(c) above, from and ending on after the second anniversary of the Executive’s termination of employmentClosing Date, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, Stockholder shall not be a violation prohibited from hiring any one or more of this Section 7(b)(iii)the Restricted Employees who are listed in Exhibit B attached hereto.
Appears in 1 contract
Sources: Merger Agreement (Ixia)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that, as a result of Executive’s service with the Bank, a special relationship of trust and confidence will develop between Executive, the Bank and its clients and customers, and that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect it from the loss of customer goodwill. Executive further acknowledges that throughout his service with the Bank, Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Bank’s clients and customers, which is a competitive asset of the Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of this Agreement (including Restrictive Stock), Executive promises and agrees that during the Term and for a period of twelve (12) months following the date of the termination of services if the Executive’s employment with the Company prior to and after the Effective Dateis terminated under Section 8.1, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information 8.2 or any termination of services following receipt of the CompanyChange in Control Payment, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) except in the course event that termination of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers services is other than for Good Reason under Section 8.1 and the Executive has had and will continue to have access to these customers; (iv) is receiving the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. ThereforeLongevity Severance, in consideration of which case the Executive’s continued employment period is twenty-four (24) months, Executive will not, either for himself or in conjunction with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competitionothers:
(i) During the Restricted Periodacquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive will notmay acquire an ownership interest in any depository institution, without so long as that ownership interest does not exceed 5% of the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder total number of shares publicly traded on a stock exchange outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or the NASDAQ National Market Systemindirectly, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded companyin such insured depository institutions).
(ii) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partnerexecutive, agent, employee, consultantor consultant to any insured depository institution that has a location within the Noncompete Area, or in a capacity that overlaps with any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of duties Executive performed for the Company.Bank;
(iii) During establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, influence, solicit, encourage or advise any of the Bank’s executives, officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive’s employment 's employment, to terminate their relationship with the Company and during Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the period commencing on purpose of soliciting, diverting, taking away or doing banking business with, any of the Executive’s customers, clients, or patrons of the Bank existing as of the date of termination of employment for any reason and ending on the second anniversary Executive’s services with Bank. The restrictions contained in Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of employment, services with the Executive will not, without the prior written consent of MFA, directly or indirectly (individuallyBank, or through about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or on behalf soliciting those customers, clients or other patrons having business relationships with the Bank to do business with Executive in any business of another entity as ownerExecutive not related to banking, partner, agent, employee, consultantinvestment, or financial services offered by Bank during the term of this Agreement.
(c) Each of the covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee covenant set forth herein and independent of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person provision in this Agreement and the existence of any claim or entity; or (B) hire or retain any person who was an employee cause of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee action of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly Bank, whether predicated on this Agreement or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executiveotherwise, shall not constitute a defense to the enforcement of this covenant. (d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be a violation reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Bank that contains obligations that are inconsistent or in conflict with the terms of this Section 7(b)(iii)9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or conflicting obligations.
Appears in 1 contract
Sources: Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets the Company’s Inventions and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer, which, if disclosed, would unfairly and inappropriately assist in competition against account or business partner belongs exclusively to the Company; (ii) in , including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the course Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Executive’s employment by a Competitor during the Restricted PeriodCompany depends upon his use of such skills on its behalf. In recognition of this, the Executive would inevitably use or disclose such trade secrets covenants and Confidential Information; agrees that:
(iiia) During the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5Term, and for a period of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Companytwelve (12) months thereafter, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will may not, without the prior written consent of MFAthe Board, within (whether as an employee, agent, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the United States, manage, operate, control Company or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or that were under active development by the NASDAQ National Market SystemCompany during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not own more than exceed five percent (5%) of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitorsuch corporation.
(iib) During the Restricted PeriodTerm, and for a period of twelve (12) months thereafter, the Executive will notmay not entice, without solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of MFAtwelve (12) months thereafter, the Executive may not, directly or indirectly (individuallyindirectly, entice, solicit or through encourage any customer or on behalf prospective customer of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally the Company to interfere with, disrupt, diminish or damage the cease doing business of with the Company, or reduce its relationship with any client, supplier the Company or other business refrain from establishing or expanding a relationship of with the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment. Provided, the Executive will nothowever, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) that this Section 7(b)(iii) 9 shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire if the Company terminates the Executive and that does not directly Without Cause or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of Executive terminates this Section 7(b)(iii)Agreement for Good Reason.
Appears in 1 contract
Sources: Employment Agreement (O2diesel Corp)
Non-Competition and Non-Solicitation. The Executive acknowledges that during For a period of five (5) years following the Executive’s employment with the Company prior to and after the Effective Closing Date, neither Sellers nor their affiliates, including Shareholders, shall (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use individually or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:
(i) During the Restricted Period, the Executive will not, without the prior written consent of MFA, within the United States, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market Systemconsultant, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner withshareholder, or serve as an officerpartner, venturer, director, employee officer, agent or consultant ofotherwise) (a) engage in the business of operating an equipment leasing, equipment financing and/or equipment remarketing business or any Competitor.
related enterprise that is competitive with the products or services offered by the Business in any geographic area in which Buyer conducts its business, (iib) During solicit, call on or contact any past (within the Restricted Periodpast twelve (12) months) or present customers, vendors, lessees, suppliers or employees of Sellers with respect to the Executive will not, without Business. Sellers and Shareholders agree for a five (5) year period subsequent to the prior written consent of MFA, directly Closing Date: a) not to become employed or indirectly (individually, perform services for a conflicting organization; or through or c) on behalf of another entity as owner, partner, agent, employee, consultant, themselves or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; , hire, attempt to hire, or (B) hire or retain assist in hiring any person who was an employee of MFA Sellers or its affiliates within Buyer at any time during the six month period preceding five (5) year period. In addition, Sellers and Shareholders shall keep and maintain all confidential and proprietary information of Sellers, including without limitation, financial statements, customer and supplier lists, pricing information, sales and purchases margins and practices, methods of telephone solicitation and similar information regarding the business and affairs of Sellers, confidential and shall not disclose such action; provided thatinformation to any third person or exploit such information personally except as required under law, (x) or if such information is in the public domain. In the event that Sellers or Shareholders breach the provisions of this Section 7(b)(iii) 12(f), Buyer shall not apply have the non-exclusive right and remedy to have this section specifically enforced to the extent permitted by any administrative employee court of MFA competent jurisdiction, it being acknowledged and agreed that any breach or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant threatened breach might cause immediate irreparable injury to a general solicitation conducted by an entity that has hired or agreed to hire the Executive Buyer and that does monetary damages may not directly provide an adequate remedy at law. If any of the provisions of this Section 12(f) are construed to be invalid or indirectly target current or former employees unenforceable in any jurisdiction, the remainder of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, this section shall not be affected, and the court making such a violation of determination shall have the power to modify this Section 7(b)(iii)12(f) and substitute the maximum duration, scope, or area permissible under the circumstances for the stated duration, scope, or area.
Appears in 1 contract
Sources: Asset Purchase Agreement
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that during the Executive’s employment with Confidential Information that the Employee has already received and will receive is valuable to the Company prior to and after the Effective Date, (i) the Executive has had that its protection and will continue to have access to trade secrets and other Confidential Information maintenance constitutes a legitimate business interest of the Company, which, if disclosed, would unfairly to be protected by the non-competition restrictions set forth herein. The Employee agrees and inappropriately assist in acknowledges that the non-competition against restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the products and services developed or provided by the Company; , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (iithe "Territory") (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the course United States during the term of the Executive’s employment by a Competitor during the Restricted Employment Period, the Executive would inevitably use or disclose definition of Territory shall be automatically expanded to cover such trade secrets other areas), and Confidential Information; (iii) that the Company has substantial relationships with its customers Territory, scope of prohibited competition, and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company time duration set forth in the course non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Executive’s employment Confidential Information of, and (v) to protect the Executive’s services are unique goodwill and irreplaceable. Thereforeother legitimate business interests of, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the its affiliates and/or its clients or customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company from unfair and inappropriate competition:.
(ib) During the Restricted Period, the Executive will The Employee hereby agrees and covenants that he shall not, without the prior written consent of MFAthe Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two percent (2%) of the outstanding voting shares of any publicly held company), or whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and for a period of one year thereafter, to the extent described below, within the United StatesTerritory:
(1) Engage, own, manage, operate, control control, be employed by, consult for, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange in any manner with the ownership, management, operation or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares control of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor.
(ii) During business in competition with the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the primary business of the Company;
(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, of the Company to leave the employment thereof, whether or not any such employee is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Employee's employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its relationship business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any clientrelationship, supplier contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business relationship with the Company or otherwise interfere in any way with the Business of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be a violation of this Section 7(b)(iii).
Appears in 1 contract