Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not: (i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or (ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or (iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or (iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 8 contracts
Sources: Employment Agreement, Employment Agreement (Ocular Therapeutix, Inc), Employment Agreement (Ocular Therapeutix, Inc)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 7 contracts
Sources: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. The primary service area of the Company’s business in which Executive recognizes that will actively participate extends separately to the Company is engaged Restricted Area. Therefore, as an essential ingredient of and in a competitive business consideration of this Agreement and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during employment with the term hereof and for a period of twelve (12) months thereafterCompany, Executive shall not:, during Executive’s employment with the Company or during the Restricted Period, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):
(i) directly Engage or indirectlyinvest in, whether for himself or for any other person or entityown, and whether as a proprietormanage, principaloperate, shareholderfinance, partnercontrol, agentparticipate in the ownership, employeemanagement, consultant, independent contractoroperation, or in any other capacity whatsoevercontrol of, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%)be employed by, engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact associated with, or in any manner solicitconnected with, directly serve as a director, officer, or indirectlyconsultant to, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, in each case in the capacity (or any substantially similar capacity) that Executive provided services to the Company, any supplier person, firm, partnership, corporation, other business entity, or trust that owns, operates, or is in the process of goodsforming a Competitor with an office located, services or materials to be located at an address identified in a filing with any regulatory authority, within the Company in an Restricted Area; provided, however, that the ownership by Executive of shares of the capital stock of any 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;
(A) Induce or attempt to induce any employee of the Company or motivate them either its Affiliates to discontinue leave the employ of the Company or modify their then prevailing its Affiliates; (B) interfere with the relationship between the Company or future its Affiliates and any employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or its Affiliates with whom Executive had an ongoing business relationship to cease doing business with the Company or to supply its Affiliates or interfere with the same relationship between the Company or similar inventoryits Affiliates and their respective customers, goodssuppliers, services licensees, or materials other business relations with whom Executive had an ongoing business relationship.
(except generally available inventory, goods, services or materialsiii) to Solicit the business of any person or entity other than known to Executive to be a customer of the Company; orCompany or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Company or its Affiliates.
(iv) directly Serve as the agent, broker, or indirectly recruitrepresentative of, solicit or otherwise induce assist, any person or influence entity in obtaining services or products from any employee Competitor within the Restricted Area, with respect to products, activities, or independent contractor services that Executive devoted time to on behalf of the Company to discontinue or modify his any Affiliate (or her any substantially similar products, activities, or services) and that compete in whole or in part with the products, activities, or services of the Company or its Affiliates.
(v) Accept employment with, provide services to, or act in any other such capacity for or with any Competitor, if in such employment or engagement with capacity Executive would inevitably use or disclose the Company, ’s Confidential Information in Executive’s work or employ or contract with any service for such employee or contractor for the provision of servicesCompetitor.
Appears in 6 contracts
Sources: Employment Agreement (Landmark Bancorp Inc), Employment Agreement (Landmark Bancorp Inc), Employment Agreement (Landmark Bancorp Inc)
Non-Competition and Non-Solicitation. Executive acknowledges and recognizes that the highly competitive nature of the businesses of the Company is engaged in a competitive business and that its subsidiaries and affiliates and accordingly agrees as follows:
(a) During the Executive’s employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one (121) months thereafteryear from the date of termination of Executive’s employment for any reason, the Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether anywhere within the United States either as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorpartner, officer, director, shareholder, or in any other capacity whatsoeverindividual or representative capacity, undertake own, manage, finance, operate, control or have otherwise engage or participate in any interest manner or fashion in an employment, business or other activity competitive with the Company. The post-employment restriction contained in this section shall not apply in the State of California.
(other than b) Executive further agrees that, during the passive ownership Executive’s employment with the Company and for a period of publicly registered securities representing an ownership interest one (1) year from the date of less than 1%)termination of Executive’s employment for any reason, engage in or assume any role involving the Executive shall not, directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedindirectly, marketedeither as a principal, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyagent, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsemployee, press releases and the sending or delivering of announcements)consultant, partner, officer, director, shareholder, or in any manner solicitother individual or representative capacity, on the Executive’s behalf or any other persons or entity other than the Company or its affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any customers, business development partners, licensors, licensees, customer or creditors (including institutional lenders, bonding companies and trade creditors) prospective customer of the Company in an with whom the Executive has had personal contact within the twelve (12) month period prior to the Executive’s termination date, or (ii) solicit or induce, or attempt to induce solicit or motivate them either induce, directly or indirectly any person who is, or during the twelve (12) month period prior to discontinue the Executive’s termination date was, an employee or modify their then prevailing agent of, or future relationship with consultant to, the Company or to transfer any of their business with the Company its affiliates, to any person terminate its, his or entity other than the Company; or
her relationship therewith, or (iii) initiate contact withhire or engage any person who is, or in any manner solicitduring the twelve (12) month period prior to the Executive’s termination date was, directly an employee, agent of or indirectly, any supplier of goods, services or materials consultant to the Company or any of its affiliates.
(c) Executive understands that the provisions of this Section 11 may limit Executive’s ability to earn a livelihood in an attempt a business similar to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the business of the Company but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than business interests of the Company; or
, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) directly or indirectly recruitsuch provisions are not unduly burdensome to Executive, solicit or otherwise induce or influence any employee or independent contractor and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 11. In consideration of the Company foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of this Section 11 otherwise are void, voidable or unenforceable or should be voided or held unenforceable
(d) If a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to discontinue apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or modify his indicate to be enforceable. Alternatively, if any court or her employment or engagement with arbitrator of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company, or employ or contract with enforceability of any such employee or contractor for of the provision of servicesother restrictions contained herein.
Appears in 5 contracts
Sources: Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 4 contracts
Sources: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. Executive acknowledges and recognizes that the highly competitive nature of the businesses of the Company is engaged in a competitive business and that its subsidiaries and affiliates and accordingly agrees as follows:
(a) During the Executive’s employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one (121) months thereafteryear from the date of termination of Executive’s employment, the Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether anywhere within the United States either as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorpartner, officer, director, shareholder, or in any other capacity whatsoeverindividual or representative capacity, undertake own, manage, finance, operate, control or have otherwise engage or participate in any interest manner or fashion in an employment, business or other activity competitive with the Company. The post-employment restriction contained in this section shall not apply in the State of California.
(other than b) Executive further agrees that, during the passive ownership Executive’s employment with the Company and for a period of publicly registered securities representing an ownership interest one (1) year from the date of less than 1%)termination of Executive’s employment, engage in or assume any role involving the Executive shall not, directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedindirectly, marketedeither as a principal, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyagent, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsemployee, press releases and the sending or delivering of announcements)consultant, partner, officer, director, shareholder, or in any manner solicitother individual or representative capacity, on the Executive’s behalf or any other persons or entity other than the Company or its affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any customers, business development partners, licensors, licensees, customer or creditors (including institutional lenders, bonding companies and trade creditors) prospective customer of the Company in an with whom the Executive has had personal contact within the twelve (12) month period prior to the Executive’s termination date, or (ii) solicit or induce, or attempt to induce solicit or motivate them either induce, directly or indirectly any person who is, or during the twelve (12) month period prior to discontinue the Executive’s termination date was, an employee or modify their then prevailing agent of, or future relationship with consultant to, the Company or to transfer any of their business with the Company its affiliates, to any person terminate its, his or entity other than the Company; or
her relationship therewith, or (iii) initiate contact withhire or engage any person who is, or in any manner solicitduring the twelve (12) month period prior to the Executive’s termination date was, directly an employee, agent of or indirectly, any supplier of goods, services or materials consultant to the Company or any of its affiliates.
(c) Executive understands that the provisions of this Section 11 may limit Executive’s ability to earn a livelihood in an attempt a business similar to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the business of the Company but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than business interests of the Company; or
, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) directly or indirectly recruitsuch provisions are not unduly burdensome to Executive, solicit or otherwise induce or influence any employee or independent contractor and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 11. In consideration of the Company foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of this Section 11 otherwise are void, voidable or unenforceable or should be voided or held unenforceable
(d) If a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to discontinue apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or modify his indicate to be enforceable. Alternatively, if any court or her employment or engagement with arbitrator of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company, or employ or contract with enforceability of any such employee or contractor for of the provision of servicesother restrictions contained herein.
Appears in 4 contracts
Sources: Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co)
Non-Competition and Non-Solicitation. The primary service area of the Company's business in which Executive recognizes that will actively participate extends separately to the Company is engaged Restricted Area. Therefore, as an essential ingredient of and in a competitive business consideration of this Agreement and that Executive's employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterCompany, Executive shall not:, during Executive's employment with the Company or during the Restricted Period, whether the termination of Executive's employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):
(i) directly Engage or indirectlyinvest in, whether for himself own, manage, operate, finance, control, participate in the ownership, management, operation or for control of, be employed by, associated with or in any manner connected with, serve as a director, officer or consultant to, lend Executive's name or any similar name to, lend Executive's credit to or render services or advice to, any person, firm, partnership, corporation or trust that owns, operates or is in the process of forming a Competitor 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 Executive of shares of the capital stock of any institution, which shares are listed on a securities exchange and which do not represent more than one percent (1%) of the institution's outstanding capital stock, shall not violate any terms of this Agreement;
(A) Induce or attempt to induce any officer-level employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates; (B) in any way interfere with the relationship between the Company or its Affiliates and any management-level employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or its Affiliates to cease doing business with the Company or its Affiliates or in any way interfere with the relationship between the Company or its Affiliates and their respective customers, suppliers, licensees or other business relations.
(iii) Solicit the business of any person or entity known to Executive to be a customer of the Company or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with or had made Substantial Business Efforts with respect to, such person or entity, and whether as a proprietorwith respect to products, principal, shareholder, partner, agent, employee, consultant, independent contractor, activities or services that compete in whole or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition part with the products products, activities or services being developed, marketed, sold or otherwise provided by of the Company or any other business in which its Affiliates.
(iv) Serve as the Company is engaged and for which Executive has rendered services while employed by the Companyagent, broker or representative of, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsotherwise assist, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than in obtaining services or products from any Competitor within the Company; or
(iii) initiate contact withRestricted Area, with respect to products, activities or services that compete in whole or in any manner solicitpart with the products, directly activities or indirectly, any supplier services of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same its Affiliates.
(v) Accept employment, provide services to, or similar inventoryact in any other such capacity for or with any Competitor, goodsif in such employment or capacity Executive would, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than because of Executive's knowledge of the Company; or
(iv) directly 's Confidential Information or indirectly recruittrade secrets, solicit inevitably use and/or disclose Company's Confidential Information or otherwise induce trade secrets in Executive's work or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any service for such employee or contractor for the provision of servicesCompetitor.
Appears in 4 contracts
Sources: Employment Agreement (West Bancorporation Inc), Employment Agreement (West Bancorporation Inc), Employment Agreement (West Bancorporation Inc)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during : ------------------------------------
(a) During the term hereof Term and for a period of twelve one year thereafter or during any Severance Period, if longer (12the "Restricted Period"), Executive agrees that he will not (without the written consent of the Chairman of the Board) months thereafterengage directly or indirectly in any business within the United States (financially as an investor or lender or as an employee, director, officer, partner, independent contractor, consultant or owner or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is directly competitive with the business at any time during the Restricted Period conducted by the Company or any of its subsidiaries or Affiliates as defined below. Notwithstanding the foregoing, Executive shall not:be entitled to own securities of any corporation conducting a business competitive with the business of the Company or any of its subsidiaries or Affiliates so long as the securities of such corporation are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than two percent (2%) of any class of the outstanding securities of such company.
(b) During the Restricted Period, in addition to the obligations pursuant to Subsection 5(a), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) directly or indirectly, whether for himself indirectly induce any customers of the Company or for any other person of corporations or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving businesses which directly or indirectly control or are controlled by or under common control with the Company ("Affiliates") to patronize any business activity which is directly similar to that of the Company, (ii) canvass, solicit or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by accept any similar business from any customer of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the CompanyAffiliates, or enter into any agreement to do any of the foregoing; or
(iiiii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, indirectly request or advise any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) customer of the Company in an attempt or Affiliates to induce withdraw, curtail or motivate them either to discontinue or modify their then prevailing or future relationship cancel such customer's business with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withAffiliates, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruitdisclose to any other person, solicit firm or otherwise induce corporation the names or influence addresses of any employee or independent contractor of the customers of the Company to discontinue or modify his Affiliates, or her employment or engagement (v) compete with the Company, Company or employ Affiliates in acquiring or contract merging with any other business or acquiring the assets of such other business.
(c) During the Restricted Period, in addition to the obligations pursuant to Subsections 5(a) and 5(b), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) hire or attempt to hire any employee of the Company or contractor for its Affiliates nor (ii) directly or indirectly encourage any employee of the provision Company or its Affiliates to terminate employment with the Company or its Affiliates. Notwithstanding the foregoing, it shall not be deemed a violation of servicesthis subsection if a business which employs Executive hires or attempts to hire an employee of the Affiliates and Executive has no knowledge of, control over or involvement with such solicitation.
(d) In the event that any of the provisions of this Section 5 should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by law.
Appears in 3 contracts
Sources: Employment Security Agreement (Waste Management Inc /De/), Employment Security Agreement (Waste Management Inc /De/), Employment Security Agreement (Waste Management Inc /De/)
Non-Competition and Non-Solicitation. In further consideration of the Company’s continuing the employment of Executive recognizes and the compensation to be paid to Executive hereunder (including severance, if any), Executive acknowledges that during the Company is engaged in a competitive business Employment Period he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company, and that his services shall be of special, unique and extraordinary value to the Company has a legitimate interest in protecting its trade secrets, confidential business informationCompany, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employmenttherefore, Executive hereby covenants and agrees that, that during the term hereof Employment Period and for a period of twelve two (122) months years thereafter, Executive shall will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or engage in any other capacity whatsoeverbusiness activity, undertake or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venture, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business of the Company in the Covered Area;
(ii) induce or attempt to induce any customer, supplier, licensee or other than business relation of the passive ownership Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation thereof (including, without limitation, by inducing or attempting to induce any such person or entity to reduce the amount of publicly registered securities representing an ownership interest of less than 1%business it does with the Company);
(iii) directly or indirectly, hire (or attempt to hire), engage in or assume make or offer (or attempt to make or offer), or solicit, induce or recruit (or attempt to solicit, induce or recruit) any role involving directly person who, at any time during the term of Executive’s employment and for a period of three (3) months thereafter, is or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by was an employee of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyaffiliate thereof to apply for, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectlyaccept, any customerswritten or oral arrangement, business development partners, licensors, licensees, agreement or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce understanding regarding employment or motivate them either to discontinue or modify their then prevailing or future relationship retention as a consultant with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Companyentity; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence call upon any employee or independent contractor providers of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor ’s Technology for the provision purpose of services.obtaining or using the Technology in any Competing Business. For purposes of this Section 5.1:
Appears in 3 contracts
Sources: Employment Agreement (Emagin Corp), Employment Agreement (Emagin Corp), Employment Agreement (Emagin Corp)
Non-Competition and Non-Solicitation. To protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill and value of the Company, the Executive recognizes hereby agrees that during his employment by the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one year following the date on which his employment is terminated (12whether voluntarily or involuntarily, with or without Cause or Good Reason) months thereafter(the “Non-Compete Term”), the Executive shall will not:
(i) directly , individually, or indirectly, whether for himself in association or for in combination with any other person or entity, and whether directly or indirectly, as a proprietorproprietor or owner, principalor officer, shareholderdirector or shareholder of any corporation, partneror as an employee, agent, employee, consultant, independent contractor, consultant, advisor, joint venturer, partner or in otherwise, whether or not for monetary benefit, except on behalf of the Company, solicit, sell to, provide services to, or assist the solicitation of, sale to, or providing to, or encourage, induce or entice any other capacity whatsoeverperson or entity to solicit, undertake sell to or have provide services to, any interest in person or entity who is a customer of the Company or who, at any time within 18 months prior to the date of termination of the Executive’s employment, or whom the Company has, within six months prior to the date of such termination, solicited to become a customer of Company, for the purpose of (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in a) providing such customer with any product or assume any role involving service which directly or indirectly any business activity which is directly or indirectly in competition competes with the products or services being developed, marketed, sold or otherwise provided by the Company to such customer or is in substitution for or in replacement of such products or services; (b) altering, modifying or precluding the development of such customer’s business relationship with the Company; or (c) reducing the volume of business which such customer transacts with the Company. To further protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill of the Company (including the Company’s beneficial business relationships with the Company’s employees), the Executive hereby agrees that, during the Non-Compete Term, the Executive will not, individually or in association or in combination with any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, person or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitentity, directly or indirectly, any customersencourage, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence entice any employee or independent contractor of the Company to discontinue terminate or modify his such person’s or her employment entity’s employment, engagement or engagement business relationship with the Company or, without the prior written consent of the Company, hire or employ or contract with retain any such employee or independent contractor then performing services for the provision of Company to perform the same or substantially similar services.
Appears in 3 contracts
Sources: Executive Employment Agreement (Clean Power Technologies Inc.), Executive Employment Agreement (Thermoenergy Corp), Executive Employment Agreement (Thermoenergy Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 2 contracts
Sources: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. Executive recognizes that During the Term, subject to the exceptions herein, Retiring Employee covenants and agrees with the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive Retiring Employee shall not:
(i) , directly or indirectly, individually, through an Affiliate or otherwise (including as an officer, employee or consultant, but specifically excluding service on any board of directors or comparable bodies, whether for himself profit or for not-for-profit) own an interest or engage in, participate with or provide any financial or other person support, assistance or entityadvice to any Competing Business; provided, and whether however, that Retiring Employee may (i) when taken together with the ownership, directly or indirectly, of all of his Affiliates, own, solely as a proprietoran investment, principalup to 5% of any class of securities of any Person if such securities are listed on any national securities exchange or traded on the Nasdaq Stock Market so long as Retiring Employee is not an officer, shareholder, partner, agent, employee, consultant, independent contractoremployee of, or in any other capacity whatsoever, undertake analogously employed or have any interest in engaged by (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%as a director (or comparable position)), engage in such Person or assume any role involving of such Person’s Affiliates or (ii) own securities issued by the Company. In addition, Retiring Employee agrees that during the Term he shall not, directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by indirectly: (1) endeavor to entice away from the Company or any other of its Affiliates any individual or entity who was or is a material customer, material supplier or material business in which relation or otherwise interfere with the relationship between the Company is engaged or its Affiliate and for which Executive has rendered services while employed by the Companysuch material customer, supplier or business relation, (2) establish (or take preliminary steps to establish) a business with, or enter into cause or attempt to cause others to establish (or take preliminary steps to establish) a business with, any agreement employee or contractor of the Company or any of its Affiliates, if such business competes with or will compete with the Company or any of its Affiliates, or (3) employ, engage as a consultant, or solicit employment, engagement as a consultant, of any employee or contractor of the Company or any of its Affiliates, or cause or attempt to cause any individual or entity to do any of the foregoing; or
. Retiring Employee agrees that the restrictions contained in this Section 2 are necessary to protect Company’s goodwill and confidential information the Company has provided to Retiring Employee. Notwithstanding the foregoing, the parties expressly acknowledge and agree that nothing herein shall prohibit Retiring Employee from serving on the boards of directors (ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcementscomparable bodies), or in committees thereof, of any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors entity (including institutional lenders, bonding companies and trade creditorsan entity that constitutes a Competing Business) so long as Retiring Employee’s duties on the board (or comparable body) of any Competing Business are consistent with those customary of a board member in the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesindustry.
Appears in 1 contract
Sources: Retirement Agreement (Newfield Exploration Co /De/)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services; provided that this subsection (iv) shall not prohibit Executive from hiring or engaging any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, websites, or efforts by any recruiting or employment agencies, so long as such general advertisement or solicitation is not targeted at or directed to the Company’s employees or contractors.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes The Grantee agrees that during his/her employment with the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterfollowing the termination of his/her employment with the Company, Executive he/she shall not:
(ia) Contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any customers, clients, and/or patrons of the Company;
(b) Solicit or induce, either directly or indirectly, whether for himself any employee of the Company to leave the employ of the Company or for take any action to assist any subsequent employer or any other person or entity, and whether as a proprietoreither directly or indirectly, principal, shareholder, partner, agent, employee, consultant, independent contractorin soliciting or inducing any other Company employee to leave the employ of the Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any other capacity whatsoeverindividual employed by the Company within sixty days preceding that individual’s hire by the Grantee or his/her subsequent employer; and/or
(c) Become employed by, undertake render services to or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly (whether for compensation or otherwise) own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this subsection (c), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business activity which is directly to that being conducted or indirectly in competition actively and specifically planned to be conducted during the Grantee’s employment with the Company or within six months after the Grantee’s termination of employment with the Company or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services being developedrelating to transaction or payment processing, marketedincluding those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or otherwise provided to the best of his/her knowledge contemplated to be sold by the Company or any other of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in which providing commercial travel, entertainment and purchasing credit cards. The restrictions in this paragraph shall not be construed to prevent the Company is engaged and for which Executive has rendered services while employed by Grantee from, following the termination of his/her employment with the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, working for a business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship entity that does not compete with the Company or to transfer any of their business its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the Company to any person or entity other than is operationally separate and distinct from the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Company Competing Enterprise. The restrictions in an attempt this paragraph will not apply to induce employment by or motivate them either the rendering of services to discontinue businesses that sell fuel or modify their then prevailing or future relationship convenience items if those businesses are not directly competing with the Company or to supply the same its subsidiaries, owned or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than controlled. The Grantee acknowledges that the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of ’s and its subsidiaries’ businesses are conducted internationally and agrees that the provisions in this paragraph shall operate wherever the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.conducts business. ActiveUS 123197312v.1 S:\WEX Inc\SEC FILINGS\2014\Form 10-Q\Q1\WEX.DRAFT.PRSU Agreement.4.2.2014.b.docx
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Agreement (WEX Inc.)
Non-Competition and Non-Solicitation. Executive hereby acknowledges and recognizes that the Company is engaged in a highly competitive nature of the business of Bank and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive accordingly agrees that, during for the term hereof and for a applicable period of twelve (12set forth in Section 5.4.1(iii) months thereafterhereof, Executive shall not:
(ia) be engaged, directly or indirectlyindirectly either for his own account or as agent, whether for himself or for any other person or entityconsultant, and whether as a proprietor, principal, shareholderemployee, partner, agentofficer, employeedirector, consultantproprietor, independent contractorinvestor (except as an investor owning less than 3% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking or financial services industry, or in (2) any other capacity whatsoever, undertake or have any interest activity in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company Bank or any other business in which of its subsidiaries or affiliates are engaged during the Company is engaged and for which Executive has rendered services while employed term of Executive’s employment by Bank under the Company, or enter into any agreement to do any Employment Agreement within a twenty (20) mile radius of the foregoingprincipal place of business or any branch office of Bank (the “Non-Competition Area”); or
(iib) initiate contact with provide financial or other assistance to any person, firm, corporation or enterprise engaged in (including without limitation phone calls1) the banking or financial services industry or (2) any other activity in which Bank or any of its subsidiaries or affiliates is engaged during the term of the Employment Agreement in the Non-Competition Area; or
(c) directly or indirectly contact, press releases and solicit or induce any person, firm, corporation or other entity who or which is a customer or referral source of Bank or any of its subsidiaries or affiliates during the sending term of the Employment Agreement or delivering at the date of announcements)termination of Executive’s employment, to become a client, customer or in referral service of any manner other person, firm, corporation or other entity; or
(d) directly or indirectly solicit, directly induce or indirectlyencourage any employee of Bank or any of its subsidiaries or affiliates, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) who is employed during the term of the Company in an attempt Employment Agreement or at the date of termination of Executive’s employment, to induce leave the employ of Bank or motivate them either to discontinue any of its subsidiaries or modify their then prevailing or future relationship with the Company affiliates or to transfer any of their business seek, obtain or accept employment with the Company to any person or entity other than the Company; or
(iii) initiate contact with, Bank or in any manner solicit, directly of its subsidiaries or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesaffiliates.
Appears in 1 contract
Sources: Supplemental Executive Retirement Plan Agreement (Community Heritage Financial, Inc.)
Non-Competition and Non-Solicitation. Executive recognizes that 10.2.1 The Sellers agree and undertake not to do any of the Company is engaged things set out in a competitive business and that the Company has a legitimate interest in protecting its trade secretsClause 10.2.2, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve three years as from the Date of this Agreement (12the "Non-Compete Period"), except with the Purchaser's prior written consent (which consent shall not be unreasonably withheld or delayed), regardless of whether the Sellers are acting:
(i) months thereafterdirectly or indirectly through Affiliated Companies, Executive Related Persons, or any other persons, companies or other legal entities;
(ii) in their own capacity or as a director, manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any person, company or other legal entity; or
(iii) in any other capacity and in any other manner whatsoever.
10.2.2 During the Non-Compete Period, the Sellers shall not:
(i) directly carry on or indirectly, whether for himself participate in any business which is of the same or for any other person or entitya similar type to, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly is likely to be in competition with with, the products or services being developed, marketed, sold or otherwise provided by business of the Company or any other business in which as carried out at the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any Date of the foregoing; orthis Agreement;
(ii) initiate contact with (including without limitation phone callsinduce or attempt to induce any person who is or was at any time during the last two years before the Date of this Agreement a customer, press releases and the sending supplier or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, other business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) relation of the Company in an attempt to induce or motivate them either cease doing business with the Company, to discontinue or modify their then prevailing or future relationship materially reduce its business with the Company or to transfer any of their do business with the Company on less favourable terms, or in any way interfere with the relationship between the Company and any of its customers, suppliers or other business relations;
(iii) do business with any of the persons referred to in paragraph (ii);
(iv) induce or attempt to induce any employee of the Company to leave his employment with the Company, or in any way interfere with the relationship between the Company and any of its employees;
(v) recruit (or otherwise engage as an independent contractor or in any other capacity) any employee of the Company or any person or entity other than who was an employee of the CompanyCompany at any time during the last two years before the Date of this Agreement; or
(iiivi) initiate contact with, induce or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce any director of the Company or motivate them either any person having a consultancy or similar agreement with the Company to discontinue or modify their then prevailing or future relationship leave his/her position with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or terminate his/her employment or engagement agreement with the Company, or employ in any way interfere with the relationship between the Company and any of its directors or contract with any of the persons referred to in this paragraph.
10.2.3 The non-compete and non-solicitation undertakings set out in this Clause 10.2 are geographically limited to Belgium.
10.2.4 If the Purchaser becomes aware of any infringement of the provisions of this Clause 10.2 by any Seller, the Purchaser shall give a notice to such Seller(s) enjoining them to cease any such employee infringement within thirty days. In case of failure to comply with this injunction, the infringing Seller shall pay to the Purchaser damages ("dommages et interets / schadevergoeding") in a lump sum amount of EUR 30,000.00, to be increased with EUR 2,000.00 for each day, or contractor for part of a day, that such infringement continues after the first day of infringement, without prejudice to the Purchaser's right to claim additional damages if it can establish that it has incurred a prejudice exceeding the above amounts.
10.2.5 The Sellers acknowledge that the provisions of this Clause 10.2 are reasonable and necessary to protect the legitimate interests of the Purchaser. However, if any of the provisions of this Clause 10.2 shall ever be held to exceed the limitations in duration, geographical area or scope or other limitations imposed by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions as conform with the maximum permitted by applicable law, and any provision of servicesthis Clause 10.2 exceeding such limitations shall be automatically amended accordingly.
10.2.6 The non-compete and non-solicitation undertakings set out in this Clause 10.2 shall no longer be binding upon the Seller representing the person listed in Schedule 4.2.2(i) of which the management agreement, as referred to in Clauses 4.2.2 and 0, is terminated by the Company prior to the date of the third anniversary of this Agreement for reasons different from those listed in Clauses 8.2.2 and 8.2.4 of such management agreement.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that (a) As an essential ingredient of and in consideration of this Agreement, prior to the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof Retirement Date and for a period of twelve twenty-four (1224) months thereafterimmediately following the Retirement Date (the “Restricted Period”), Executive shall not, directly or indirectly, do any of the following:
(i) directly Engage or indirectlyinvest in, whether for himself or for any other person or entityown, and whether as a proprietormanage, principaloperate, shareholderfinance, partner, agent, employee, consultant, independent contractorcontrol, or participate in any other capacity whatsoeverthe ownership, undertake management, operation or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%)control of, engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedbe employed by, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact associated with, or in any manner solicitconnected with, directly serve as a director, officer or indirectlyconsultant to, lend Executive’s name or any similar name to, lend credit to, or render services or advice to, any supplier person, firm, partnership, corporation or trust that owns, operates or is in the process of goodsforming, services a bank holding company, commercial bank or materials similar entity (a “Competitor”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within a seventy-five (75)-mile radius of any Employer or affiliate office or other business location as of the Company in an Retirement Date (the “Restricted Area”); provided, however, that the ownership by Executive of shares of the capital stock of any Competitor whose shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and that do not represent more than five percent (5%) of the entity’s outstanding capital stock, shall not violate any terms of this Agreement;
(ii) Either for Executive, or any Competitor: (A) induce or attempt to induce or motivate them either any employee of Employer to discontinue or modify their then prevailing or future relationship leave the employ of Employer; (B) in any way interfere with the Company relationship between Employer and any employee of Employer; or (C) induce or attempt to supply induce any current customer, supplier, licensee, or business relation of Employer to cease doing business with Employer or in any way interfere with the same relationship between Employer and its respective customers, suppliers, licensees or similar inventorybusiness relations;
(iii) Solicit or induce, goodsor attempt to solicit or induce (which prohibition shall include anyone employing Executive or so acting or attempting to act on behalf of or for the benefit of Executive) any client or investor of Employer for any service or product rendered, services performed or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Companyoffered by Employer; or
(iv) directly Serve as the agent, broker or indirectly recruitrepresentative of, solicit or otherwise induce assist, any person or influence entity in obtaining services or products from any employee Competitor within the Restricted Area, with respect to the products, activities or independent contractor of the Company to discontinue services that compete in whole or modify his or her employment or engagement in part with the Companyproducts, activities or employ or contract with services of Employer.
(b) In the event that Executive is found to have breached any such employee or contractor provision set forth in this Section 9, the Restricted Period shall be deemed tolled for the provision so long as Executive was in violation of servicesthat provision.
Appears in 1 contract
Sources: Retirement Transition Agreement (Lakeland Financial Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets(a) Each of ▇▇▇▇▇▇▇, confidential business information▇. ▇▇▇▇▇▇, Sarumaru, English, Montag, ▇. ▇▇▇▇▇▇, and customerHall, business development partnerfor and on behalf of himself or herself and each of his or her Affiliates, licenseecovenants and agrees not to, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve two (122) months thereafteryears after the Closing Date, Executive shall engage in any activity which is competitive with the businesses of the Group Companies, directly or indirectly, as a shareholder, member, partner, owner, joint venture, investor, lender or in any other capacity whatsoever (other than as an employee or service provider of a Group Company, Buyer or an Affiliate of Buyer). Notwithstanding the foregoing, each such Stockholder may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Stockholder is not a controlling Person of, or a member of a group which controls, such Person and does not:, directly or indirectly, own 2% or more of any class of securities of such Person.
(b) Each Stockholder, for and on behalf of himself, herself, or itself and each of his, her, or its Affiliates, hereby covenants and agrees not to, for a period of two (2) years after the Closing Date, (i) directly or indirectlyindirectly solicit or knowingly induce, whether or attempt to induce, for himself employment by such Stockholder or for any other person Affiliate of such Stockholder, any Person who is an employee of a Group Company, or entity(ii) solicit, and whether as a proprietorknowingly induce, principalor attempt to induce any customer of any Group Company or its business, shareholderor any customer, partner, agent, employeeclient, consultant, independent contractor, vendor, supplier, or partner of any Group Company or its business, to terminate, diminish, or materially alter in a manner harmful to Buyer, any other capacity whatsoeverof Buyer’s Affiliates or any Group Company, undertake its relationship or have their relationships with Buyer, any interest in of Buyer’s Affiliates, or any Group Company (other than including, without limitation, by making any negative or disparaging statements or communications regarding Buyer, its Affiliates, or the passive ownership Group Companies); provided that the foregoing restrictions shall not apply to general solicitations that are not specifically directed to customers, clients, consultants, independent contractors, vendors, suppliers or partners of publicly registered securities representing an ownership interest Buyer, the Group Companies or their Affiliates; provided further, that such Stockholder and each of less than 1%)his, engage in her, or assume its Affiliates shall not be prevented from soliciting or inducing (x) any role involving directly employee whose employment has been terminated by a Group Company, and who is not employed by Buyer or indirectly any business activity which is directly of its Affiliates, prior to any solicitation, inducement or indirectly in competition with attempted inducement by such Stockholder or (y) after 180 days from the products or services being developeddate of termination of employment, marketed, sold or otherwise provided any employee whose employment was voluntarily terminated by the Company or any other business in which employee.
(c) Each Stockholder hereby acknowledges and confirms that (i) the Company is engaged provisions of this Section 6.12 are reasonable and for which Executive has rendered services while employed by necessary to protect the Companyinterests of Buyer and the Group Companies, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsany violation of this Section 6.12 will result in an immediate, press releases irreparable injury to Buyer and the sending or delivering of announcements)Group Companies, or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withdamages at law would not be reasonable or adequate compensation to Buyer and the Group Companies for violation of this Section 6.12, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
and (iv) directly in addition to any other available remedies, Buyer and the Group Companies shall be entitled to have the provisions of this Section 6.12 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages or indirectly recruitposting a bond or other security. In the event that the provisions of this Section 6.12 shall ever be deemed to exceed the time, solicit geographic scope or otherwise induce or influence any employee or independent contractor of other limitations permitted by applicable Law, then the Company provisions shall be deemed reformed to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesmaximum extent permitted by applicable Law.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that Participant agrees to comply fully with any written agreement between the Company is engaged in a competitive business and the Participant which provides for post-termination of employment restrictions against solicitation or competition (the “Restrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and Participant shall not for a period of [six (6), twelve (12) ), eighteen (18)] months thereafterafter Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company [for “Cause”], Executive shall not:
(i) directly or indirectly, whether for either himself or for any together with other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitpersons, directly or indirectly: (i) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, or use or permit Participant’s name to be used in connection with, any customersbusiness engaged in the research, business development partnersdevelopment, licensorsmanufacture, licenseessale, marketing or distribution of stainless steel, titanium, specialty alloys, metal powders or metal fabricated parts or components similar to or competitive with those manufactured by the Company (a “Competing Business”) as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the outstanding securities thereof; (ii) solicit or divert to any Competing Business any individual or entity that is a customer or prospective customer of the Company or its subsidiaries or affiliates, or creditors was such a customer or prospective customer at any time during the eighteen (including institutional lenders18) months prior to the date of Participant’s employment termination with the Company; (iii) induce, bonding companies and trade creditorsoffer, assist, encourage or suggest (A) that another business or enterprise offer employment to or enter into a business affiliation with any Company employee, agent or representative, or any individual who acted as an employee, agent or representative of the Company in the previous six (6) months; or (B) that any Company employee, agent or representative (or individual who acted as an attempt to induce employee, agent or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any representative of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials previous six (except generally available inventory, goods, services or materials6) to any person or entity other than the Company; or
(ivmonths) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify terminate his or her employment or engagement business affiliation with the Company, ; or employ (iv) hire or contract with participate in the hiring of any such Company employee or contractor for any person who was an employee of the provision Company in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the Company has identified as a user or potential user of servicesthe Company’s products and toward which the Company plans to direct sales or marketing activities. In the event that the Company determines in good faith that the Participant violated the terms of any Restrictive Covenant Agreement, or, if there is no Restrictive Covenant Agreement, the provisions of the preceding paragraph: (i) this Award shall be forfeited and (ii) the Participant shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if any or all of the Award has been issued to the Participant or such recoupment is required by law.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Carpenter Technology Corp)
Non-Competition and Non-Solicitation. Executive recognizes that During the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secretsTerm, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterone year following the expiration or termination of this Agreement, Executive shall not:
(i) directly or indirectlyConsultant agrees that he will not provide services as an owner, whether for himself or for any other person or entity, and whether as a proprietor, principalpartner, shareholder, partnerjoint venturer, agentcorporate officer, director, employee, consultant, independent contractorprincipal, agent, trustee or licensor, or in any other similar capacity whatsoever, undertake or have for any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%)person, engage in or assume any role involving directly or indirectly any firm, partnership, association, corporation, business activity which is directly or indirectly in competition with the products or services being developedorganization, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyentity, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements)enterprise that is, or in any manner solicitis about to become, directly or indirectly, engaged in any customers, business development partners, licensors, licensees, or creditors program that competes directly with or is substantially similar to any business or program that the Company (including institutional lenders, bonding companies and trade creditors) or any subsidiary or affiliate of the Company Company) was involved in an attempt (or was in the planning or development stage) during the 120-day period immediately prior to induce or motivate them either Consultant’s ceasing to discontinue or modify their then prevailing or future relationship with provide services to the Company or to transfer any subsidiary or affiliate of their business with the Company to any person or entity other than the Company; or
such business or program shall include, but not be limited to, those directly involved with or relating to the Field (iii) initiate contact withsuch involvement shall hereinafter be called “Competitive Activities”). If, at any time during the period two years following the expiration or termination of this Agreement, Consultant is involved in any Competitive Activities, then Consultant shall immediately notify Company in writing of such involvement, including the name of the Business and the nature of Consultant’s involvement, and Consultant agrees to fully respond to reasonable questions by the Company regarding such involvement and to provide such further assurances reasonably requested by Company that Consultant is not and will not be in breach of the Proprietary Information and Inventions Agreement attached hereto as Exhibit A. Consultant acknowledges and agrees that the Company’s employees and its staff relationships with such employees are valuable assets. Therefore, Consultant further agrees that during the term of this Agreement and for a two-year period following expiration or termination of this Agreement, he will not, as principal, independent contractor, partner, member, employer, agent, consultant, shareholder, investor, or in any manner solicit, directly other individual or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) representative capacity whatsoever: directly or indirectly recruitsolicit, solicit raid, entice, or otherwise induce or influence any employee or independent contractor consultant of the Company to discontinue or modify his or her employment or engagement with the Companybe employed by any person, firm, or employ or contract with any such employee or contractor for the provision of servicescorporation.
Appears in 1 contract
Sources: Consultant Agreement (Lpath, Inc)
Non-Competition and Non-Solicitation. Executive recognizes The Grantee agrees that during his/her employment with the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterfollowing the termination of his/her employment with the Company, Executive he/she shall not:
(ia) directly or indirectlyContact, whether for himself or for any other person or entitycall on, and whether as a proprietorprovide advice to, principalsolicit, shareholder, partner, agent, employee, consultant, independent contractortake away, or in divert, and/or influence or attempt to influence any other capacity whatsoevercustomers, undertake or have any interest in (other than the passive ownership clients, and/or patrons of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or;
(iib) initiate contact with (including without limitation phone callsSolicit or induce, press releases and the sending or delivering of announcements), or in any manner solicit, either directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) employee of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with leave the employ of the Company or take any action to transfer assist any subsequent employer or any other entity, either directly or indirectly, in soliciting or inducing any other Company employee to leave the employ of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withor hire or employ, or assist in any manner solicitthe hire or employment of, either directly or indirectly, any supplier of goods, services or materials to individual employed by the Company within sixty days preceding that individual’s hire by the Grantee or his/her subsequent employer; and/or
(c) Become employed by, render services to or directly or indirectly (whether for compensation or otherwise) own or hold a proprietary interest in, manage, operate, or control, or join or participate in an attempt the ownership, management, operation or control of, or furnish any capital to induce or motivate them either be connected in any manner with, any Competing Enterprise. For purposes of this subsection (c), a “Competing Enterprise” means any entity, organization or person engaged, or planning to discontinue become engaged, in substantially the same or modify their then prevailing similar business to that being conducted or future relationship actively and specifically planned to be conducted during the Grantee’s employment with the Company or within six months after the Grantee’s termination of employment with the Company or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to supply transaction or payment processing, including those for the same benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or similar inventory, goods, any other form of payment services or materials electronic commerce; (except generally available inventoryii) the sale, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.ActiveUS 123197312v.1 S:\WEX Inc\SEC FILINGS\2014\Form 10-Q\Q1\WEX.DRAFT.2014 Growth Grant PRSU Agreement.4.2.2014.b.docx
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Agreement (WEX Inc.)
Non-Competition and Non-Solicitation. Executive recognizes The Grantee agrees that during his/her employment with the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterfollowing the termination of his/her employment with the Company, Executive he/she shall not:
(ia) Contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any customers, clients, and/or patrons of the Company;
(b) Solicit or induce, either directly or indirectly, whether for himself any employee of the Company to leave the employ of the Company or for take any action to assist any subsequent employer or any other person or entity, and whether as a proprietoreither directly or indirectly, principal, shareholder, partner, agent, employee, consultant, independent contractorin soliciting or inducing any other Company employee to leave the employ of the Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any other capacity whatsoeverindividual employed by the Company within sixty days preceding that individual’s hire by the Grantee or his/her subsequent employer; and/or
(c) Become employed by, undertake render services to or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly (whether for compensation or otherwise) own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this subsection (c), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business activity which is directly to that being conducted or indirectly in competition actively and specifically planned to be conducted during the Grantee’s employment with the Company or within six months after the Grantee’s termination of employment with the Company or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services being developedrelating to transaction or payment processing, marketedincluding those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or otherwise provided to the best of his/her knowledge contemplated to be sold by the Company or any other of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in which providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Paragraph 5 shall be effective and binding only to the Company extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is engaged and for which Executive has rendered services while employed by applicable to the Grantee. The restrictions in this Paragraph shall not be construed to prevent the Grantee from, following the termination of his/her employment with the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, working for a business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship entity that does not compete with the Company or to transfer any of their business its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the Company to any person or entity other than is operationally separate and distinct from the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Company Competing Enterprise. The restrictions in an attempt this paragraph will not apply to induce employment by or motivate them either the rendering of services to discontinue businesses that sell fuel or modify their then prevailing or future relationship convenience items if those businesses are not directly competing with the Company or to supply the same its subsidiaries, owned or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than controlled. The Grantee acknowledges that the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of ’s and its subsidiaries’ businesses are conducted internationally and agrees that the provisions in this paragraph shall operate wherever the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesconducts business.
Appears in 1 contract
Sources: Non Statutory Stock Option Award Agreement (WEX Inc.)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees The Sellers covenant that, during the term hereof period in which the Buyer and for a period of twelve (12) months thereafterits Affiliates collectively hold actual control over the Target Company, Executive the Sellers shall not, and shall cause their Affiliates (for the avoidance of doubt, including HUPU Holdings and its Affiliates) not to, without the prior written consent of the Buyer, directly or indirectly engage in any business that is the same as, similar to, or competitive with the Group Companies’ Core Business, in any manner whatsoever, including but not limited to:
(i1) directly engaging or indirectlyplanning to engage in any business that is the same as, whether for himself similar to, or for competitive with the Group Companies’ Core Business;
(2) being employed by, providing any other person services to, holding any position (including but not limited to director, supervisor, officer, or consultant), conducting business with, or offering any form of consultation or advice to any company, enterprise, entity, and whether as or individual that engages or plans to engage in a proprietorbusiness that is the same as, principalsimilar to, or competitive with the Group Companies’ Core Business (“Competing Entity”);
(3) establishing or investing in any Competing Entity in any form (including but not limited to becoming an owner, shareholder, partner, agent, employee, consultant, independent contractoractual controller, or otherwise holding an equity interest in such Competing Entity);
(4) soliciting business from the Group Companies and/or their existing customers, agents, suppliers and/or independent contractors for their own benefit or the benefit of their Affiliates, a Competing Entity, or any other person; inducing the Group Companies and/or their existing customers, agents, suppliers and/or independent contractors to terminate their business relationships with the Group Companies; or soliciting employees from the Target Company and/or the Group Companies, or inducing employees to resign, for their own benefit or the benefit of their Affiliates, a Competing Entity, or any other person;
(5) entering into any agreement, making any commitment, or engaging in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement arrangement related to do any of the foregoing; or
matters specified in (iii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
through (iii) initiate contact with, or above;
(6) otherwise engaging in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship competitive activity with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesGroup Companies.
Appears in 1 contract
Sources: Acquisition Agreement (Xunlei LTD)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:not
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; oror
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; oror
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; oror
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services..
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; provided, however, that the activities disclosed or approved by the Chief Executive Officer pursuant to Section 1(b) shall be excepted from this Section 5(b)(i) provided that their scope and nature has not materially changed since the time of such disclosure or approval; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services, other than solicitations by newspaper advertisement or headhunter searches not specifically targeting any such employee or contractor.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve fifteen (1215) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve twenty-four (1224) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any ordinary other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. To protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill and value of the Company, the Executive recognizes hereby agrees that during his employment by the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one year following the date on which his employment is termination (12whether voluntarily or involuntarily, with or without Cause or Good Reason) months thereafter(the “Non-Compete Term”), the Executive shall will not:
(i) directly , individually, or indirectly, whether for himself in association or for in combination with any other person or entity, and whether directly or indirectly, as a proprietorproprietor or owner, principalor officer, shareholderdirector or shareholder of any corporation, partneror as an employee, agent, employee, consultant, independent contractor, consultant, advisor, joint venturer, partner or in otherwise, whether or not for monetary benefit, except on behalf of the Company, solicit, sell to, provide services to, or assist the solicitation of, sale to, or providing to, or encourage, induce or entice any other capacity whatsoeverperson or entity to solicit, undertake sell to or have provide services to, any interest in person or entity who is a customer of the Company or who, at any time within 18 months prior to the date of termination of the Executive’s employment, or whom the Company has, within six months prior to the date of such termination, solicited to become a customer of Company, for the purpose of (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in a) providing such customer with any product or assume any role involving service which directly or indirectly any business activity which is directly or indirectly in competition competes with the products or services being developed, marketed, sold or otherwise provided by the Company to such customer or is in substitution for or in replacement of such products or services; (b) altering, modifying or precluding the development of such customer’s business relationship with the Company; or (c) reducing the volume of business which such customer transacts with the Company. To further protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill of the Company (including the Company’s beneficial business relationships with the Company’s employees), the Executive hereby agrees that, during the Non-Compete Term, the Executive will not, individually or in association or in combination with any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, person or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitentity, directly or indirectly, any customersencourage, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence entice any employee or independent contractor of the Company to discontinue terminate or modify his such person’s or her employment entity’s employment, engagement or engagement business relationship with the Company or, without the prior written consent of the Company, hire or employ or contract with retain any such employee or independent contractor then performing services for the provision of Company to perform the same or substantially similar services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve nine (129) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during : ------------------------------------
(a) During the term hereof Term and for a period of twelve one year thereafter or during any Severance Period, if longer (12the "Restricted Period"), Executive agrees that he will not (without the written consent of the Chairman of the Board) months thereafterengage directly or indirectly in any business within the United States (financially as an investor or lender or as an employee, director, officer, partner, independent contractor, consultant or owner or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is directly competitive with the business at any time during the Restricted Period conducted by the Company or any of its subsidiaries or Affiliates as defined below. Notwithstanding the foregoing, Executive shall not:be entitled to own securities of any corporation conducting a business competitive with the business of the Company or any of its subsidiaries or Affiliates so long as the securities of such corporation are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than two percent (2%) of any class of the outstanding securities of such company.
(b) During the Restricted Period, in addition to the obligations pursuant to Subsection 5(a), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) directly or indirectly, whether for himself indirectly induce any customers of the Company or for any other person of corporations or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving businesses which directly or indirectly control or are controlled by or under common control with the Company ("Affiliates") to patronize any business activity which is directly similar to that of the Company, (ii) canvass, solicit or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by accept any similar business from any customer of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the CompanyAffiliates, or enter into any agreement to do any of the foregoing; or
(iiiii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, indirectly request or advise any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) customer of the Company in an attempt or Affiliates to induce withdraw, curtail or motivate them either to discontinue or modify their then prevailing or future relationship cancel such customer's business with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withAffiliates, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruitdisclose to any other person, solicit firm or otherwise induce corporation the names or influence addresses of any employee or independent contractor of the customers of the Company to discontinue or modify his Affiliates, or her employment or engagement (v) compete with the Company, Company or employ Affiliates in acquiring or contract merging with any other business or acquiring the assets of such other business.
(c) During the Restricted Period, in addition to the obligations pursuant to Subsections 5(a) and 5(b), Executive agrees that neither he nor any business in which [he/she] engages directly or indirectly will (i) hire or attempt to hire any employee of the Company or contractor for its Affiliates nor (ii) directly or indirectly encourage any employee of the provision Company or its Affiliates to terminate employment with the Company or its Affiliates. Notwithstanding the foregoing, it shall not be deemed a violation of servicesthis subsection if a business which employs Executive hires or attempts to hire an employee of the Company or its Affiliates and Executive has no knowledge of, control over or involvement with such solicitation.
(d) In the event that any of the provisions of this Section 5 should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by law.
Appears in 1 contract
Sources: Employment Security Agreement (Waste Management Inc /De/)
Non-Competition and Non-Solicitation. Executive recognizes (a) Employee acknowledges that: (i) the Company's business, by virtue of the fact that it is Internet related, is and will be actively conducted throughout the world; (ii) Employee is one of a limited number of persons who will be developing the Company's business; (iii) Employee will occupy a position of trust and confidence with the Company is engaged and during the Employment Term will become familiar with the Company's trade secrets and other proprietary and confidential information concerning the Company and its business; (iv) the agreements and covenants contained in a competitive this Section 9 are essential to protect the Company and the goodwill of its business and that are a condition precedent to the Company entering into this Employment Agreement; (v) Employee's employment with the Company has a legitimate interest in protecting its trade secretsspecial, confidential business information, unique and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access extraordinary value to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which and the Company is engaged and for which Executive has rendered would be irreparably damaged if Employee were to provide services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity in violation of the provisions of this Employment Agreement; and (vi) Employee has means to support Employee and Employee's dependents other than by engaging in the Company's business, or a business similar to the Company's business, and the provisions of this Section 9 will not impair such ability.
(b) Employee shall not, during the Restricted Period (as defined below), directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise):
(i) without the prior consent of the Board, own, operate, manage, control, invest in, perform services for, or engage or participate in any manner in, or render services (alone or in association with any person or entity) or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages or proposes to engage in a business competitive with the Company's business (A) if such venture or enterprise engages or proposes to engage in such business within the United States and/or Canada, or (B), since the Company's business is Internet-related and, thus, worldwide, if such venture's or enterprise's services or products are or can be made available in the United States and/or Canada;
(ii) without the prior consent of the Board, except on behalf of the Company, solicit, or participate as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, in any business which solicits business from any person, firm, corporation or other entity which was a customer, supplier or partner of the Company or any of its Affiliates during the Employment Term or for whom the Company or any of its Affiliates has negotiated to provide products or services during the Employment Period, or from any successor in interest to any such person, firm, corporation or other entity; or
(iii) initiate contact withwithout the prior written consent of the Board, solicit or assist anyone else in the solicitation of any manner solicit, directly or indirectly, any supplier of goods, services or materials the Company's then current employees to the Company in an attempt to induce or motivate them either to discontinue or modify terminate their then prevailing or future relationship employment with the Company or to supply the same or similar inventoryand become employed by any business enterprise with which Employee may then be associated, goodsaffiliated, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of servicesconnected.
Appears in 1 contract
Sources: Employment Agreement (Pl Brands Inc)
Non-Competition and Non-Solicitation. Executive recognizes that 7.1 Non-Competition Chew convenants and agrees that, except on behalf of and for the Company benefit of the Corporations or its Subsidiaries, he shall not (without the prior written consent of the Corporations, such consent not to be unreasonably withheld), while in the employ of the Corporations and (a) where Chew is engaged terminated by the Corporations for cause or (b) where Chew is terminated by the Corporations other than for cause, during the relevant monthly period for which Chew received termination payments pursuant to Subsection 5.2(i) or (ii), either individually or in a competitive business and that the Company has a legitimate interest partnership or in protecting its trade secretsconjunction with any Person as employee, confidential business informationemployer, and customerprincipal, business development agent, joint venture, partner, shareholder or other equity holder, independent contractor, licenser, licensee, franchiser, franchisee, distributor, consultant, supplier, and credit and/or financial relationships. Accordinglytrustee or by or through any corporations, companies, cooperative, partnership, trust entity with juridical personality, unincorporated association or in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall notany other manner whatsoever:
(i) carry on or be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business, in all or part of the Territory, which is substantially the same as, or in competition with the Business;
(ii) interfere or attempt to interfere with the Business or persuade or attempt to persuade any Customer, employee or supplier of the Corporations or their Subsidiaries to discontinue or alter such Person's relationship with the Corporations or their Subsidiaries;
(iii) directly or indirectly, whether for himself canvas, solicit or for any other person attempt to solicit, accept or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products supply goods or services being developedto any Customer, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged except on behalf of and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any benefit of the foregoing; or
(ii) initiate contact Corporations or its Subsidiaries except with (including without limitation phone calls, press releases and respect to a business not the sending same as or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials similar to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the CompanyCorporations Business; or
(iv) directly employ, offer employment to or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with of or otherwise entice away from the Company, employment of the Corporations any individual employed by the Corporations at the date of termination of Chew's employment.
7.2 Exception Provided that nothing construed herein shall prohibit Chew from holding for investment purposes only up to 5% of the issued publicly traded or employ privately held shares of any companies engaged in a business the same as or contract with any such employee or contractor for similar to the provision of servicesBusiness presently carried on by the Corporations.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract