Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict. (b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept employment or be retained by any Person who, at any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates. (c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. (d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company. (e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein. (g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Torchlight Energy Resources Inc), Employment Agreement (Pole Perfect Studios, Inc.)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes hereby agrees that his services to while he is employed by the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 one (1) months thereafteryear following the termination for any reason of his employment, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict.
(b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, engage in any business or activity competitive with any project, asset, or partnership in which, during Executive’s employment, the Company was engaged or was planning to become engaged, including without limitation the prior written consent development, production, marketing or sale of the Company:Calcitonin products.
(ib) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any employee contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company.
(c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its affiliates to leave directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the employ termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any such affiliate; forum or hire for through any purpose any employee medium of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or
(ii) solicit or accept employment or be retained by any Person whocommunication, at any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates.
(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall whether directly or indirectly disparageindirectly, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliatesExecutive.
(d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. In the event that of a breach or threatened breach by the Executive breaches of any of the provisions of Section 5 or this Section 6 or there is 11, the Company, without being required to post a threatened breachbond, thenshall be entitled to injunctive relief, in addition to any other rights damages to which the Company it may have, the Company shall (i) be entitled, without as well as the posting of a bond or other security, to injunctive relief to enforce the restrictions costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in such Sections and (ii) this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to require reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a is in breach of any of the provisions obligations under this Section 11, so that Company is provided with the full benefit of Sections 5 the restrictive periods set forth herein. Company’s obligations to make any payments or 6 confer any benefit under this Agreement, other than to pay for compensation and the Executive hereby agrees to account for and pay over such Benefits benefits accrued but unpaid up to the Company.
(e) Each date of termination, will automatically and immediately terminate in the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If event that Executive breaches any of the covenants contained in his obligations under this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants11.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Unigene Laboratories Inc), Employment Agreement (Unigene Laboratories Inc), Employment Agreement (Unigene Laboratories Inc)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafterthe applicable Termination Benefits Period (as defined hereinafter), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business “Business of the Company” (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a such competitive business competitive with the Company within the geographic area in which the Company does business, which is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s business. The , the Company acknowledges has a strong legitimate business interest in protecting the need for continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Executive to be employed in his profession narrowly and will consider whether there is a specific conflict.
(b) During the Term fairly serves such an important and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent critical business interest of the Company:
. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (iincluding drugs, medical devices and vaccines) solicit or induce any employee of for those indications in which the Company or any of its affiliates direct or indirect subsidiaries is actively engaged or has taken reasonable steps to leave become engaged at the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year time of the termination of such employeethe Executive’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or
(ii) solicit or accept employment or be retained by any Person who, at any time during the term two-year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of this Agreementany corporation, was an agent, client some or customer all of the Company or any activities of its affiliates where his position will be related to which are competitive with the business of the Company or any so long as such affiliate; or securities do not, in the aggregate, constitute more than four percent (iii4%) solicit or accept the business of any agentclass or series of outstanding securities of such corporation; and further notwithstanding the foregoing, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates.
(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants nothing contained in this Section 66(a) shall preclude the Executive from becoming an employee of, or any part from otherwise providing services to, a separate division or operating unit of any of them, is hereafter construed a multi-divisional business or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
enterprise (fa “Division”) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if if: (i) the Division by which the Executive is terminated by employed, or to which the Board Executive provides services, is not engaged in the Business of Directors the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company upon (individually, a “Competitive Division” and collectively, the occurrence “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of a Change the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to the Executive’s commencement of Control as set forth in Section 8(c) herein employment with or (ii) if provision of services to the Executive terminates this Agreement pursuant to Section 8(d) hereinDivision.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (CorMedix Inc.)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands While this Agreement is in effect, and recognizes that his services to during ▇▇▇▇▇▇▇’▇ employment with the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 (12) months following termination of ▇▇▇▇▇▇▇’▇ employment for any reason (or, with respect to subclause (d), at all times thereafter), he shall ▇▇▇▇▇▇▇ covenants not to:
(a) engage in, own, or have any interest in, whether alone or together with or on behalf of or through any other person or entity, whether as a sole proprietor, partner, shareholder, agent, officer, director, employee, advisor, consultant, trustee, beneficiary or otherwise, in any mannerbusiness or organization which competes in the same field with the Company, which is the development, manufacture, sales, service and deployment of infrared (thermal) cameras and systems, including training in the use of such cameras and systems and software used therein, and/or other business the Company may engage in during ▇▇▇▇▇▇▇’▇ employment with the Company, or may have taken material steps toward engaging in as of the termination of such employment (a “Competing Entity”), anywhere in the world; or
(b) solicit or attempt to hire, influence, or otherwise direct any employee, consultant, contractor, or other service provider of the Company or its affiliates to leave or reduce their employment or engagement; or
(c) persuade or attempt to persuade or otherwise induce any other person or entity which has a business relationship or planned relationship with the Company at any time during ▇▇▇▇▇▇▇’▇ employment, and had a business relationship with the Company within the two-year period prior to any such persuasion, interference or other action prohibited by this paragraph, to discontinue, reduce or adversely modify such business relationship with the Company, or otherwise attempt to interfere with such business relationship of the Company; or
(d) make statements or representations, or otherwise communicate, directly or indirectly, on behalf of himself in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any personof its subsidiaries or affiliates or their respective officers, firmdirectors, partnershipemployees, joint ventureadvisors, corporation businesses or other business entity (“Person”)reputations, enter into or engage except as protected by paragraph 8 below. The parties acknowledge that the type and periods of restriction imposed in any business which is engaged in any business directly or indirectly competitive the provisions of this paragraph 7 are fair and reasonable and are reasonably required for the protection of the Company and the goodwill associated with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict.
(b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company:
(i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or
(ii) solicit or accept employment or be retained by any Person who, at any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates.
(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6paragraph 7, or any part of any of themthereof, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies covenants, which shall be given full effect effect, without regard to the invalid portions, and the invalid or unenforceable provision or provisions shall be modified so as to be enforceable and valid consistent with the intent of the parties, to the fullest extent allowed by law. ▇▇▇▇▇▇▇ acknowledges that the Company conducts business world-wide. If any provision of the covenants contained in this Section 6 Agreement is held deemed to be invalid or unenforceable because overly restrictive, a court of the duration of proper jurisdiction may alter such provision or to provide for the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors maximum protection of the Company upon deemed reasonable under applicable law. Notwithstanding the occurrence foregoing, ▇▇▇▇▇▇▇ acknowledges and agrees that all of a Change the provisions in this paragraph 7 do not impose an undue hardship on him, are fair and reasonable to him under the circumstances, and ▇▇▇▇▇▇▇ therefore waives any defense to the enforcement of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) hereinterms hereof on such grounds.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Infrared Cameras Holdings, Inc.)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to In consideration of the Company are special and unique and entering into this Agreement with the Optionee, the Optionee agrees that in throughout his or her term of employment with the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term Company and for a period of twelve ( 12 (12) months thereafter, he shall not in any manner, directly or indirectly, on behalf following the Optionee’s date of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive termination with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict.
(b) During the Term and for a period of 12 months thereafter, the Executive Optionee shall not, directly or indirectly, without the prior written consent divert or attempt to divert or assist others in diverting any business of the Company by soliciting, contacting or communicating with any customer or supplier of the Company with whom the Optionee has direct or indirect contact or upon termination of employment has had direct or indirect contact during the twelve (12) month period immediately preceding the Optionee’s date of termination with the Company:
. The Optionee further agrees that for a period of twelve (i12) solicit months following his or her date of termination with the Company the Optionee shall not, directly or indirectly, solicit, induce, attempt to induce or assist others in attempting to induce any employee of the Company with whom the Optionee has worked or any had material contact with, during the twelve (12) month period immediately preceding the termination of its affiliates the Optionee’s employment, to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year a subsidiary of the termination Company or to accept employment or affiliation with any other company or firm of such which the Optionee becomes an employee’s , owner, partner or consultant. The Optionee agrees that throughout his or her term of employment with the Company and for a period of twelve (12) months following the Optionee’s date of termination that the Optionee will not make any statements, orally or in writing, cause to be published or in any such affiliate or at way disseminate any time in violation of such employee’s non-competition agreement with information concerning the Company or any such affiliate; or
(ii) solicit subsidiaries of the Company concerning the Company’s business, business operations or accept employment business practices that in any way, in form or be retained by substance, ▇▇▇▇▇, disparages or otherwise casts an unfavorable light upon the Company or any Person who, at any time during the term of this Agreement, was an agent, client or customer subsidiaries of the Company or upon any of its affiliates where his position will be related to their reputations or standing in the business of community or the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates.
(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive community as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Companywhole.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Non Qualified Stock Option Award Agreement (ITT Corp)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to In consideration of the Company are special and unique and entering into this Agreement with the Participant, the Participant agrees that in throughout his or her term of employment with the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term Company and for a period of twelve ( 12 (12) months thereafter, he shall not in any manner, directly or indirectly, on behalf following the Participant’s date of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive termination with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict.
(b) During the Term and for a period of 12 months thereafter, the Executive Participant shall not, directly or indirectly, without the prior written consent divert or attempt to divert or assist others in diverting any business of the Company by soliciting, contacting or communicating with any customer or supplier of the Company with whom the Participant has direct or indirect contact or upon termination of employment has had direct or indirect contact during the twelve (12) month period immediately preceding the Participant’s date of termination with the Company:
. The Participant further agrees that for a period of twelve (i12) solicit months following his or her date of termination with the Company the Participant shall not, directly or indirectly, solicit, induce, attempt to induce or assist others in attempting to induce any employee of the Company with whom the Participant has worked or any had material contact with, during the twelve (12) month period immediately preceding the termination of its affiliates the Participant’s employment, to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year a subsidiary of the termination Company or to accept employment or affiliation with any other company or firm of such which the Participant becomes an employee’s , owner, partner or consultant. The Participant agrees that throughout his or her term of employment with the Company and for a period of twelve (12) months following the Participant’s date of termination that the Participant will not make any statements, orally or in writing, cause to be published or in any such affiliate or at way disseminate any time in violation of such employee’s non-competition agreement with information concerning the Company or any such affiliate; or
(ii) solicit subsidiaries of the Company concerning the Company’s business, business operations or accept employment business practices that in any way, in form or be retained by substance, ▇▇▇▇▇, disparages or otherwise casts an unfavorable light upon the Company or any Person who, at any time during the term of this Agreement, was an agent, client or customer subsidiaries of the Company or upon any of its affiliates where his position will be related to their reputations or standing in the business of community or the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliates.
(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive community as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Companywhole.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafterthe applicable Termination Benefits Period (as defined hereinafter), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business “Business of the Company” (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a such competitive business competitive with the Company within the geographic area in which the Company does business, which is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s business, the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. The For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company acknowledges or any of its direct or indirect subsidiaries is actively engaged or has taken reasonable steps to become engaged at the need time of the termination of the Executive’s employment or during the two-year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the Executive fiscal year, and each subsequent quarterly period, prior to be employed in his profession and will consider whether there is a specific conflictthe Executive’s commencement of employment with or provision of services to the Division.
(b) The Executive hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 6(a) is reasonable with respect to its duration, geographic area and scope. If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein.
(c) During the Term and for a period of 12 months thereafterthe applicable Termination Benefits Period (as defined hereinafter), the Executive shall not, directly or indirectly, without the prior written consent of the Company:
(i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company Company; or hire any affiliate or any former employee who has left the employment of the Company or any affiliate of the Company within one year twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate affiliate; or at hire any time former employee of the Company in knowing violation of such employee’s non-competition agreement with the Company or any such affiliateaffiliate (provided, that for purposes of this subsection (c)(i), the parties hereto agree that “affiliates” shall not be deemed to include any portfolio companies of Paramount Biosciences, LLC);
(ii) solicit, divert or take away, or attempt to divert or take away, the business or patronage of any agent, client or customer of the Company which was contacted, solicited or served by the Company during the twelve-month period prior to the termination of the Executive’s employment with the Company; or
(iiiii) without the consent of the Board, which shall not be unreasonably withheld, solicit or accept employment or be retained by any Person whoPerson, who at any time during the term twelve-month period prior to the termination of this Agreementthe Executive’s employment with the Company, was an agent, client or customer of the Company or any of its affiliates subsidiaries where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliatessubsidiaries.
(cd) The Company and the Executive each agree agrees that both during the Term and at all times for a period of five (5) years thereafter, neither party Executive shall not directly or indirectly disparage, whether or not truetruthfully, the name or reputation of the other party Company or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. Notwithstanding this Section, nothing contained herein shall apply to statements made by Executive (x) in the course of his responsibility to evaluate the performance and/or participate in any investigation of the conduct or behavior of officers, employees and/or others or (y) as part of any judicial, administrative or other legal action or proceeding, and nothing shall be construed to limit or impair the ability of Executive to provide truthful testimony in response to any validly issued subpoena or to file pleadings or respond to inquiries or legal proceedings by any government agency to the extent required by applicable law.
(de) In the event that the Executive breaches any provisions of Section 5 6 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Sections. The Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agree that any such action for injunctive or equitable relief shall be heard in a state or federal court situated in Somerset County in the State of New Jersey and each of the parties hereto agrees to account for accept service of process by registered or certified mail and pay over such Benefits to otherwise consent to the Companyjurisdiction of such courts.
(ef) Each of the rights and remedies enumerated in Section 6(d6(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available.
(h) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (CorMedix Inc.)
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafterthe applicable Termination Benefits Period (as defined hereinafter), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business “Business of the Company” (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a such competitive business competitive with the Company within the geographic area in which the Company does business, which is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s business, the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. The For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company acknowledges or any of its direct or indirect subsidiaries is actively engaged or has taken reasonable steps to become engaged at the need time of the termination of the Executive’s employment or during the two-year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the Executive fiscal year, and each subsequent quarterly period, prior to be employed in his profession and will consider whether there is a specific conflictthe Executive’s commencement of employment with or provision of services to the Division.
(b) The Executive hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 7(a) is reasonable with respect to its duration, geographic area and scope. If, at the time of enforcement of this Section 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein.
(c) During the Term and for a period of 12 months thereafterthe applicable Termination Benefits Period (as defined hereinafter), the Executive shall not, directly or indirectly, without the prior written consent of the Company:
(i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company Company; or hire any affiliate or any former employee who has left the employment of the Company or any affiliate of the Company within one year twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate affiliate; or at hire any time former employee of the Company in knowing violation of such employee’s non-competition agreement with the Company or any such affiliateaffiliate (provided, that for purposes of this subsection (c)(i), the parties hereto agree that “affiliates” shall not be deemed to include any portfolio companies of Paramount Biosciences, LLC);
(ii) solicit, divert or take away, or attempt to divert or take away, the business or patronage of any agent, client or customer of the Company which was contacted, solicited or served by the Company during the twelve-month period prior to the termination of the Executive’s employment with the Company; or
(iiiii) without the consent of the Board, which shall not be unreasonably withheld, solicit or accept employment or be retained by any Person whoPerson, who at any time during the term twelve-month period prior to the termination of this Agreementthe Executive’s employment with the Company, was an agent, client or customer of the Company or any of its affiliates subsidiaries where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliatessubsidiaries.
(cd) The Company and the Executive each agree agrees that both during the Term and at all times for a period of five (5) years thereafter, neither party Executive shall not directly or indirectly disparage, whether or not truetruthfully, the name or reputation of the other party Company or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. Notwithstanding this Section, nothing contained herein shall apply to statements made by Executive (x) in the course of his responsibility to evaluate the performance and/or participate in any investigation of the conduct or behavior of officers, employees and/or others or (y) as part of any judicial, administrative or other legal action or proceeding, and nothing shall be construed to limit or impair the ability of Executive to provide truthful testimony in response to any validly issued subpoena or to file pleadings or respond to inquiries or legal proceedings by any government agency to the extent required by applicable law.
(de) In the event that the Executive breaches any provisions of Section 5 6 or this Section 6 7 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Sections. The Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agree that any such action for injunctive or equitable relief shall be heard in a state or federal court situated in Somerset County in the State of New Jersey and each of the parties hereto agrees to account for accept service of process by registered or certified mail and pay over such Benefits to otherwise consent to the Companyjurisdiction of such courts.
(ef) Each of the rights and remedies enumerated in Section 6(d7(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 67, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 7 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available.
(h) The provisions of this Section 6 7 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (CorMedix Inc.)
Non-Competition, Non-Solicitation and Non-Disparagement. You hereby acknowledge, and if applicable under a Confidentiality, Non-Solicitation and Non-Competition Agreement, re-affirm, your obligation to comply with the following:
(a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information For nine (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 9) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity following the Separation Date (the “PersonNon-Compete Period”), enter into should you consider working for or engage with any arguably competing business, you agree to provide the Company with two (2) weeks’ advance written notice of your intention to do so and of anticipated job responsibilities in any business which is engaged sufficient detail to allow the Company to meaningfully exercise its discretion under this paragraph. Following its receipt of such notice, the Company may, by written notice to you within 2 weeks after receipt of such notice, elect, in any business directly or indirectly competitive with the business its sole, absolute and unreviewable discretion, to pay you an amount equal to your weekly base salary as of the Company, either Separation Date for so much of the Non-Compete Period as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area chooses. In such event, you will be prohibited from any form of affiliation with such new arguably competing business for so much of the Company’s businessNon-Compete Period as the Company elects to continue paying you. The If the Company acknowledges decides to allow you to work for a competitor, any and all benefits under this Agreement will cease as of the need for date your new employment begins. Notwithstanding anything else in this paragraph, in no event shall the Executive Company be obligated to be employed in his profession and will consider whether there is a specific conflictpay any additional amount under this paragraph during the Non-Compete Period if you are also receiving severance payments.
(b) During the Term your employment and for a period one (1) year following the termination for any reason of 12 months thereafteryour employment with the Company (the “Non-Solicit Period”), the Executive you shall not, directly or indirectly, without the prior written consent hire or attempt to hire, employ or solicit for employment, a director or officer, associate, employee, consultant, agent or independent contractor of the Company:
, or encourage any such Person to terminate, diminish or alter such relationship with the Company, or assist any other Person or entity in doing or attempting to do any of the foregoing. Further, during the Non-Solicit Period, you shall not, directly or indirectly, attempt to or assist, or attempt to or assist any other Person in attempting to (i) solicit encourage any vendor, customer, client, or induce any employee supplier of the Company or any of its affiliates to leave the employ of the Company other entity or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment Person in a business relationship with the Company to terminate, reduce, limit or any otherwise alter such affiliate or at any time in violation of such employee’s non-competition agreement relationship with the Company or any such affiliate; or
(ii) solicit or accept employment or be retained by encourage any Person whoprospective vendor, at any time during the term of this Agreement, was an agentcustomer, client or customer of supplier not to enter into a business or contractual relationship with the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; Company, or (iii) solicit impair or accept attempt to impair any relationship between the business of Company and any agentvendor, customer, client or customer of the Company supplier or any of its affiliates other entity or Person in a business relationship with respect to products or services similar to those provided or supplied by the Company or any of its affiliatesCompany.
(c) The Company and the Executive each agree that both during the Term and at all times thereafterExcept as otherwise provided in Paragraph 8 of this Agreement, neither party you shall not make statements or representations, or otherwise communicate, directly or indirectly disparageindirectly, whether in writing, orally, or not trueotherwise, the name or reputation of the other party take any action which may, directly or any of its affiliatesindirectly, including but not limited to, any officer, director, employee disparage or shareholder of be damaging to the Company or any of its affiliates.
(d) In the event respective officers, directors, employees, advisors, businesses or reputations. The Company will take reasonable efforts to ensure that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections current ascena Operating Group and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth shall not make statements or representations, or otherwise communicate, directly or indirectly, in Section 8(c) herein writing, orally, or (ii) if the Executive terminates this Agreement pursuant otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Section 8(d) hereinyou.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands Because of Consultant’s opportunity to develop relationships with existing employees, customers, and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business associates of the CompanyCorporation, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area which relationships constitute goodwill of the Company’s business. The Company acknowledges Corporation, and because the need for the Executive Corporation would be irreparably damaged if Consultant were to be employed in his profession take actions that would damage or misappropriate such goodwill, Consultant accordingly covenants and will consider whether there is a specific conflict.agrees as follows:
(bA) During the Term and for a period of 12 months thereafterRestricted Period, the Executive Consultant shall not, directly or indirectly, without the prior written consent enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, have an ownership or equity interest in, or have a financial or other interest in, any business which engages in any aspect of the CompanyRestricted Business within the State of New York, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person, provided that the aggregate ownership by Consultant of no more than two percent (2%) of the outstanding equity shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any Person in which Consultant has any financial or other interest directly or indirectly enters into the Restricted Business during the Restricted Period, Consultant shall divest all of his or her interest (other than any amount permitted under this paragraph) in such Person within thirty (30) days after such Person enters into any aspect of the Restricted Business.
(B) Consultant covenants and agrees that, during the Restricted Period, Consultant will not, directly or indirectly, either for himself or for any other Person:
(i) solicit or induce any employee of the Company Corporation to terminate his or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s her employment with the Company Corporation or employ any such affiliate individual during his or at any time in violation of such employee’s non-competition agreement her employment with the Company or any Corporation and for a period of twelve (12) months after such affiliate; orindividual terminates employment with the Corporation;
(ii) solicit any supplier to the Corporation to purchase or accept employment distribute information, products or be retained services of or on behalf of Consultant or such other Person that are competitive with the information, products or services provided by the Corporation;
(iii) request or advise any Person who, at any time during the term of this Agreement, was an agent, client present or future customer of the Company Corporation to withdraw, curtail or cancel its business dealings with the Corporation; or commit any other act or assist others to commit any other act which might injure the business of the Corporation.
(iv) take any action, including without limitation the making of disparaging statements concerning the Corporation, its members, managers, officers, directors or employees, that is reasonably likely to cause injury to the relationships between the Corporation or any of its affiliates where his position will be related employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Corporation, as such relationship relates to the business Corporation’s conduct of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliatesRestricted Business.
(cC) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(d) In the event Consultant understands that the Executive breaches any provisions of Section 5 or this Section 6 or there is foregoing restrictions may limit his ability to earn a threatened breach, then, livelihood in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over business similar to the Company all compensationRestricted Business, profits, monies, accruals, increments but Consultant nevertheless believes that he has received and will receive sufficient consideration and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of his or her employment with the provisions of Sections 5 or 6 and the Executive hereby agrees Corporation to account for and pay over clearly justify such Benefits to the Company.
(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6restrictions which, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect event (given the CompanyConsultant’s right to the relief provided in this Section 6 or education, skills and ability), Consultant does not believe would prevent him from otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenantsearning a living.
(f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes acknowledges that his the services to the Company be performed by her under this Agreement are special of a special, unique, unusual, extraordinary and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) intellectual character, and the provisions of this Section 7 are reasonable and necessary to protect the Business.
(b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive agrees thatby Company, Executive covenants that she will not, during the Term term of this Agreement and for a period of twelve ( 12 one (1) months year thereafter, he shall not directly or indirectly:
(1) except in the course of her employment hereunder, and except as permitted by Section 8 hereof, engage or materially invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any mannermanner connected with, any business whose products or services materially compete with the products or services of Company or any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity that directly or indirectly controls, or is under common control with, or is controlled by, such specified entity (a “Company Affiliate”). As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, on behalf of himself power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interests, by contract, or otherwise);or
(2) whether for Executive’s own account or for the account of any other person, firm, partnership, joint venture, corporation solicit business of the same or other business entity (“Person”), enter into similar type as the Company’s Business or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Companyany Company Affiliate, either as an individual for his own account, from any person or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the entity known by Executive to be employed in his profession and will consider whether there is a specific conflict.
(b) During the Term and for a period customer of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company:
(i) solicit or induce any employee of the Company or any Company Affiliate, whether or not Executive had personal contact with such person or entity during and by reason of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employeeExecutive’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliateCompany; or
(ii3) solicit whether for Executive’s own account or accept employment the account of any other person (i) solicit, employ or be retained by otherwise engage as an employee, independent contractor or otherwise, any Person who, person who is or was an employee of Company or any Company Affiliate at any time during the term of this AgreementAgreement or in any manner induce or attempt to induce any employee of Company or any Company Affiliate to terminate his/her employment with Company or Company Affiliate, or (ii) materially interfere with Company’s or any Company Affiliate relationship with any person or entity, including any person or entity who at any time during the term of this Agreement was an agentemployee, client contractor, supplier or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services similar to those provided or supplied by the Company or any of its affiliatesAffiliate.
(c) The Company If any covenant of this Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant shall be considered to be divisible with respect to scope, time and the Executive each agree that both during the Term geographic area, and at such lesser scope, time or geographic area, or all times thereafterof them, neither party as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, shall directly or indirectly disparagebe effective, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliatesbinding and enforceable against Executive.
(d) In Executive acknowledges and agrees that should Executive transfer between or among Company and a Company Affiliate wherever situated, or otherwise become employed by any Company Affiliate, or should she be promoted or reassigned to functions other than the event that duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the Executive breaches any provisions terms of Section 5 or this Section 6 or there is a threatened breach, then, in addition 7 shall continue to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Companyapply with full force.
(e) Each Executive agrees and acknowledges that Company does not have an adequate remedy at law for the breach or threatened breach by Executive of the rights this Section 7 and remedies enumerated in Section 6(d) shall be independent of the others and shall be agrees that Company may, in addition to and not in lieu of any the other rights and remedies which may be available to the Company at law it under this Agreement, file suit in equity to enjoin Executive from such breach or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenantsthreatened breach.
(f) Notwithstanding any provision contained herein the foregoing, except in the case of termination pursuant to Section 6(a) (Death or Disability of Executive) or Section 6(b) (Termination “For Cause”), in the contrary, the provisions of this Section 6 shall immediately terminate, shall be void and of no force or effect if event that (i) Company terminates this Agreement prior to the Executive is terminated by the Board of Directors end of the Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein Term, or Executive terminates for Good Reason and (ii) if Company has not paid to Executive the Executive terminates this Agreement Severance payable pursuant to Section 8(d6(e) herein(Severance Payment; Limitation of Liability), which is not cured and made current within 30 days after written notice thereof is received by Company, then and in lieu of Severance Executive may instead elect, in written notice given to Company, to waive any Severance which may otherwise be due and owing to Executive pursuant to Section 6(e) above in exchange for the restrictions of Section 7(b) being deemed null and void and unenforceable against Executive, and Company shall not attempt to enforce the same following Executive’s election.
(g) The provisions of this Section 6 shall survive any termination of this Agreement.
Appears in 1 contract
Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive understands and recognizes Consultant agrees that his services to while he is an employee of the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of twelve ( 12 ) months thereafterConsulting Period, he shall not in any manner, directly or indirectly:
(i) enter into, on behalf of himself or any personattempt to enter into, firmremain within, partnership, joint venture, corporation or other business entity otherwise participate within a Restricted Business (“Person”as defined below), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a principal, partner, joint venturer, owner, executive, employee, independent contractor, principalconsultant, agent, consultantbroker, officerintermediary, director representative, shareholder, investor, officer or shareholder director, or have any direct or indirect financial interest therein, including without limitation, the interest of a Person creditor in any form; provided, however, the ownership by Consultant of stock listed on a national securities exchange of any corporation engaged in a business competitive with Restricted Business shall not be deemed a violation of this Agreement if the Company within the geographic area Consultant and his associates (as such term is defined in Regulation 14A of the Company’s business. The Company acknowledges Securities Exchange Act of 1934 as in effect on the need for date hereof) collectively do not own more than an aggregate of one percent (1%) of the Executive to be employed in his profession and will consider whether there is a specific conflict.stock of such corporation; or
(bii) During the Term and for receive any remuneration in any form from any entity engaged in a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company:Restricted Business ; or
(iiii) solicit induce or induce attempt to persuade any employee then-current employee, agent, manager, consultant or director of the Company or any of its affiliates subsidiaries to leave terminate such employment or other relationship in order to enter into any business relationship or business combination with the employ of the Company Consultant or any such affiliate; other person, whether or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment not in competition with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliateits subsidiaries; or
(iiiv) solicit use contracts, proprietary information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or accept employment other intangible property used or be retained by any Person who, at any time during useful in connection with the term of this Agreement, was an agent, client or customer business of the Company or any of its affiliates where his position will be related to the business of subsidiaries; or
(v) solicit, divert, or take away from the Company or any of its subsidiaries, or otherwise attempt to establish for Consultant or for any other person, corporation or other business entity, any business relationship with any person which is, or during the one year period preceding such affiliate; or (iii) solicit or accept the business of any agentactivity was, a customer, client or customer distributor of the Company or any of its affiliates with respect subsidiaries.
(b) For the purposes of this Section 4, a "Restricted Business" shall mean a person, company, corporation, or other entity, whether existing or to products be formed, which is directly or services similar indirectly engaged in, or has developed plans to those provided directly or supplied indirectly engage in, any of the businesses conducted by the Company or any of its affiliates.
(c) The Company and subsidiaries in the Executive each agree that both during the Term and at all times thereafter, neither party shall directly United States or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of jurisdictions in which the Company or any of its affiliatessubsidiaries conduct business or have developed plans to conduct business within one year after such development.
(c) From and following the Effective Date (as defined below), Consultant agrees that he will not make any untrue, misleading, or defamatory statements concerning the Company or any of its subsidiaries or any of its or their officers or directors, and will not directly or indirectly make, repeat or publish any false, disparaging, negative, unflattering, accusatory, or derogatory remarks or references, whether oral or in writing, concerning the Company or any of its subsidiaries, or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or any of its subsidiaries or any of its or their officers or directors. However, nothing in this Agreement prohibits Consultant from communicating with or cooperating in any investigations of any governmental agency on matters within their jurisdictions. However, this Agreement does prohibit Consultant from recovering any relief, including without limitation monetary relief, as a result of such activities. In agreeing not to make disparaging statements regarding the Company or its subsidiaries or its or their officers or directors, Consultant acknowledges that he is making a knowing, voluntary and intelligent waiver of any and all rights he may have to make disparaging comments about the Company or its subsidiaries or its or their officers or directors, including rights under the First Amendment to the United States Constitution and any other applicable federal and state constitutional rights. FTL [initialed]
(d) In It is the event desire and intent of the Company and Consultant that the Executive breaches any provisions of Section 5 or this Section 6 or there 4 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is a threatened breachsought. Accordingly, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting if any particular portion of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company.
(e) Each of the rights and remedies enumerated in this Section 6(d) 4 shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which this Section 4 shall be given full effect without regard deemed amended to delete therefrom the invalid portions. If any of the covenants contained in this Section 6 is held portion thus adjudicated to be invalid or unenforceable because unenforceable, such deletion to apply only with respect to the operation of this Section 4 in the duration of particular jurisdiction in which such provision or adjudication is made, and (ii) in the area covered therebyevent any covenant made in this Section 4 shall be more restrictive than permitted by applicable law, it shall be limited to the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and extent which is so permitted and, in its reduced form form, such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect Consultant acknowledges that he has received good and valuable consideration for the Company’s right to the relief provided restrictive covenants contained in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants4.
(fe) Notwithstanding any provision contained herein to the contrary, the provisions Any breach by Consultant of his obligations under Section 4 shall be considered a material breach of this Section 6 Agreement which shall immediately terminate, not be considered curable but shall be void and of no force or effect if (i) the Executive is terminated by the Board of Directors of the Company upon the occurrence of a Change of Control as set forth result in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein.
(g) The provisions of this Section 6 shall survive any immediate termination of this AgreementAgreement and the Consulting Period, notwithstanding Section 2(b) above.
Appears in 1 contract
Sources: Consulting Agreement (Brinks Co)