Non Competition Non Disclosure and Non Solicitation Clause Samples

The Non-Competition, Non-Disclosure, and Non-Solicitation clause restricts a party’s actions both during and after their relationship with the other party to protect business interests. It typically prohibits the individual from working with or starting a competing business, sharing confidential information, or soliciting clients, customers, or employees for a specified period and within certain geographic limits. This clause is designed to safeguard proprietary information, maintain client relationships, and prevent unfair competition after the business relationship ends.
Non Competition Non Disclosure and Non Solicitation. In consideration of the Bank entering into this Agreement, Executive agrees to each of the following covenants:
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Non Competition Non Disclosure and Non Solicitation. Employment with the Bank as an executive officer provides Employee with access to proprietary business information and many of the Bank’s employees. Therefore the Employee and the Bank have agreed to the following provisions respecting the Employee’s protection of the Bank after his employment relationship with the Bank is terminated for any reason. (a) During the term of this Agreement and during any period of time thereafter during which the Employee receives any payments provided for under this Agreement, the Employee shall not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be employed or retained by or connected in any manner with, any financial institution or other organization that competes with the Bank in its market area established as of the Date of Termination and shall not divert a business opportunity of the Bank to any such competing financial institution or other organization. (b) During the term of the Employee’s employment hereunder and for two years thereafter, the Employee shall not, except as may be required to perform his duties hereunder or as required by law, disclose to others or use, whether directly or indirectly, any Confidential Information. “Confidential Information” means information about the Bank and the Bank’s clients and customers that is not available to the general public and was or shall be learned by the Employee in the course of his employment by the Bank, including without limitation any data, formulae, information, proprietary knowledge, trade secrets, and credit reports and analyses owned, developed and used in the course of the business of the Bank, including client and customer lists and information related thereto; and all papers, resumes, records and other documents (and all copies thereof) containing such Confidential Information. The Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Bank. The Employee agrees that upon the expiration of the Employee’s term of employment hereunder or in the event the Employee’s employment hereunder is terminated prior thereto for any reason whatsoever, the Employee will promptly deliver to the Bank all documents (and all copies thereof) containing any Confidential Information.
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Non Competition Non Disclosure and Non Solicitation. (a) For a period commencing on the Effective Date and ending on (i) the date that is four (4) years after the Effective Date if on or prior to such date either party to the Supply Agreement has delivered to the other party notice of non-renewal of the Supply Agreement in accordance with its terms or (ii) the date that is five (5) years after the Effective Date if neither party to the Supply Agreement has delivered to the other party notice of non-renewal in accordance with its terms (the "Restricted Period"), the Seller shall not, and the Seller shall ensure that none of its Affiliates shall, engage, directly or indirectly, in the manufacture, distribution, marketing, developing, and/or sale of products currently sold or distributed by the U.S. Agtrol Division, products sold or distributed at any time during the three (3) years prior to the Effective Date by the U.S. Agtrol Division, products currently in development by the U.S. Agtrol Division and Substitute Products of any of the foregoing, but excluding copper sulfate, copper carbonate and copper oxides and related products (the "Business"), anywhere in the world (the "Restricted Area") except as may be necessary to comply with the Supply Agreement and as permitted under the License Agreement. By way of further definition and explanation of the foregoing, and without limiting the generality of the foregoing restriction, during such Restricted Period, neither the Seller nor any of its Affiliates shall acquire, manage, operate, join, control, participate or become financially interested in, or be connected with (in any capacity, whether as a partner, stockholder, investor, consultant, independent contractor, agent, representative or otherwise), or provide any direct or indirect financial assistance to, any Person that is engaged, directly or indirectly, in the Business within the Restricted Area. Nothing contained herein, however, shall prohibit the Seller or any of its Affiliates (i) from acquiring and owning, for investment purposes only, up to five percent (5%) of the outstanding equity securities of a Person engaged in the Business if such equity securities of any such Person are available to the general public on a national securities exchange, (ii) from taking action to collect any Receivable in accordance with Section 2.5 or (iii) from reworking and/or selling Excess Inventory; provided, however, that the Seller shall first offer such Excess Inventory for sale to Buyer on conditions in the aggregat...
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Non Competition Non Disclosure and Non Solicitation. Executive agrees to execute and be bound by the terms and conditions of the Restrictive Covenants Agreement attached hereto as Exhibit B, which is hereby made a part of this Agreement. Upon termination of this Agreement, for whatever reason, Executive remains bound to the Non-Competition, Non-Disclosure and Non-Solicitation obligations set forth in Attachment B hereto.
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Non Competition Non Disclosure and Non Solicitation. Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that the goodwill and patronage of the Company’s clients constitute a substantial asset of the Company having been acquired through considerable time, money and effort.
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Non Competition Non Disclosure and Non Solicitation. (a) Upon any termination of Executive’s employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive’s breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company and its Subsidiaries. Executive will not, during or after the term of his em...
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Non Competition Non Disclosure and Non Solicitation. (a) For a period commencing on the Closing Date and ending on the date that is one (1) year after the Closing Date (the "Restricted Period"), no Selling Party shall, and each Selling Party shall ensure that none of its respective Affiliates shall, engage, directly or indirectly, in an activity competitive with the Business in the United States (the "Restricted Area"). By way of further definition and explanation of the foregoing, and without limiting the generality of the foregoing restriction, during such Restricted Period, no Selling Party and none of their respective Affiliates shall devote any time or attention to acquiring, managing, operating, joining, controlling, participating or becoming financially interested in, or being connected with (in any capacity, whether as a partner, stockholder, investor, consultant, independent contractor, agent, representative or otherwise), or providing any direct or indirect financial assistance to, any Person that is engaged, directly or indirectly, in an activity competitive with the Business within the Restricted Area. Nothing contained herein, however, shall prohibit the Selling Party or any of their respective Affiliates from acquiring and owning, for investment purposes only, up to one percent (1%) of the outstanding equity securities of a Person engaged in an activity competitive with the Business if such equity securities of any such Person are available to the general public on a national securities exchange. (b) Each Selling Party hereby acknowledges, covenants and agrees that, from and after the date hereof, it will hold any and all items constituting Business Secrets communicated or transmitted to, or otherwise obtained by, it in strictest confidence. No Selling Party shall, regardless of the reason therefor, directly or indirectly make use of, exploit, disclose or divulge any Business Secrets to any other Person (except to the extent such information is required to be submitted to any Governmental Authority or to any other Person pursuant to subpoena or other court process or as may be permitted herein), or knowingly make any false statement or otherwise commit any act (including contacting any customers of the Business) that could in any way be injurious or detrimental to Buyer, the Business or to Buyer's use of the Purchased Assets, including, without limitation, Buyer's image, business or customer relations. (c) During the Restricted Period, no Selling Party shall, for its own benefit, or for the ben...
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Non Competition Non Disclosure and Non Solicitation. 2.1 Executive agrees as follows:
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Non Competition Non Disclosure and Non Solicitation 
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Related to Non Competition Non Disclosure and Non Solicitation

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) During the Term, the Executive shall not (1) provide any services, directly or indirectly, to any other business or commercial entity without the consent of the Board or (2) participate in the formation of any business or commercial entity without the consent of the Board; provided, however, that nothing contained in this Section 5(a) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding two percent (2%) of such corporation’s (or other entity’s) then-outstanding shares of capital stock (or other interests). (b) If this Agreement is terminated by the Company for Cause (as defined in Section 6(c)) or if the Executive terminates this Agreement other than in accordance with Section 7 or 8 hereof, or if the Executive is receiving Severance Payments in accordance with Section 9(c) or payments under Section 9(d), then for a period of one (1) year following the date of termination the Executive shall not (1) provide any services, directly or indirectly, to any other business or commercial entity in the Company’s Field of Interest (as defined in Section 12), (2) solicit any customers or suppliers of the Company, (3) attempt to persuade or encourage customers or suppliers of the Company not to do business with the Company and/or to do business with a competitor of the Company, (4) participate in the formation of any business or commercial entity engaged primarily in the Company’s Field of Interest, or (5) directly or indirectly employ, or seek to employ or secure the services in any capacity of, any person employed at that time by the Company or any of its Affiliates, or otherwise encourage or entice any such person to leave such employment; provided, however, that nothing contained in this Section 5(b) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) in the Company’s Field of Interest not exceeding two percent (2%) of such corporation’s (or other entity’s) then outstanding shares of capital stock (or other interests). This Section 5(b) shall be subject to written waivers, which may be obtained by the Executive from the Company. (c) At no time during the Term of this Agreement or thereafter will the Executive knowingly make any written or oral untrue statement or any statement that disparages the Company or its Affiliates or will the Company knowingly make any written or oral untrue statement or any statement that disparages the Executive. (d) If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of this Section 5, the Company shall have the right and remedy to have the provisions of this Agreement, as the case may be, specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. (e) If any of the covenants contained in this Section 5 or any part hereof or thereof, is hereafter construed to be invalid, illegal or unenforceable by a court or regulatory agency or tribunal of competent jurisdiction, such court, agency or tribunal shall have the power, and hereby is directed, to substitute for or limit such provision(s) in order as closely as possible to effectuate the original intent of the parties with respect to such invalid, illegal or unenforceable covenant(s) generally and so to enforce such substituted covenant(s). Subject to the foregoing, the invalidity, illegality or unenforceability of any one or more of the covenants contained in this Section 5 shall not affect the validity of any other provision hereof, which shall be given full effect without regard to the invalid portions. (f) If any of the covenants contained in this Section 5, or any part hereof or thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the extent thereof, the parties agree that the tribunal making such determination shall have the power, and hereby is directed, to reduce the duration, area and/or extent of such provision and, in its reduced form, such provision shall then be enforceable. (g) Anything else contained in this Agreement to the contrary notwithstanding, the parties hereto intend to and hereby do confer jurisdiction to enforce the covenants contained in this Section 5 A upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other state within the geographical scope of such other covenants, as to breaches of such covenants in such other jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

  • Non-Competition and Non-Solicitation As an essential ingredient of, and in consideration of the substantial severance benefits provided pursuant to this Agreement in addition to the Executive’s employment, or continued employment, with the Employer, the Executive shall not, during the Restricted Period, directly or indirectly do any of the following: (i) Engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer, or consultant to, lend the Executive’s name or any similar name to, lend the Executive’s credit to or render services or advice to, any Financial Institution with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that the ownership by the Executive of shares of the capital stock of any Financial Institution, which shares are listed on a securities exchange and that do not represent more than 1% of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. For purposes of clarification and not limitation or expansion, it is the parties intent that the foregoing is not intended to limit Executive from performing services outside of the Restricted Area for a person or entity solely because the person or entity has a location within the Restricted Area, unless Executive’s services are directed towards activities on behalf of such person or entity within the Restricted Area; (ii) (A) Hire, or induce or attempt to induce any employee of the Employer or its Affiliates (limited to all officer-level employees, Executive’s direct reports, or members of Executive’s department or area of responsibility) to leave the employ of the Employer or its Affiliates; (B) interfere with the relationship between the Employer or its Affiliates and any such employee of the Employer or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or its Affiliates with whom the Executive had an ongoing business relationship while employed by the Employer or its Affiliates to cease doing business with the Employer or its Affiliates or interfere with the relationship between the Employer its Affiliates and their respective customers, suppliers, licensees, or other business relations with whom the Executive had an ongoing business relationship. (iii) Solicit the business of any person or entity known to the Executive to be a customer of the Employer or its Affiliates, where the Executive, or any person reporting to the Executive, had accessed Confidential Information of, had an ongoing business relationship with while employed by the Employer of its Affiliates, 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 Employer its Affiliates.

  • Non-Competition and Non-Solicitation Agreement The Non-Competition and Non-Solicitation Agreement entered into between the Employee and the Company remains in full force and effect and nothing contained herein is intended to amend or modify the provisions of that agreement or any replacements thereof.

  • Non-Solicitation and Non-Competition Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows: (i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement. (ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time. (iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company. (iv) For purposes of this Agreement, a business or activity is in “Competition” or “Competitive” with the Business of the Company if it involves, and a person or entity is a “Competitor”, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the Term of Executive’s employment with the Company.