Non-Competition; Non-Solicitation; Non-Interference Clause Samples
The Non-Competition; Non-Solicitation; Non-Interference clause restricts a party, typically an employee or contractor, from engaging in activities that could compete with the business, soliciting the company’s clients or employees, or otherwise interfering with the company’s relationships. In practice, this means the individual cannot start a similar business, work for a competitor, or attempt to hire away colleagues or lure clients for a specified period after leaving the company. The core function of this clause is to protect the company’s business interests, confidential information, and workforce by preventing unfair competition and the loss of valuable relationships.
POPULAR SAMPLE Copied 1 times
Non-Competition; Non-Solicitation; Non-Interference. (a) I agree that, during my employment with the Company, I will not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business which is, directly or indirectly, engaged in any business in which the Company engages or proposes to engage during the period of my employment.
(b) I agree that, during the Noncompete Period (as defined below), I will not directly or indirectly own any interest in, or in any capacity that requires me to provide, in any material respect, services, advice, and/or consultation similar to the services, advice and/or consultation I provided on behalf of the Company during the Reference Period (as defined below), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any manner engage in any business which is located, in whole or in part, in the Geographic Area and which is engaged in a Competitive Business (as defined below).
(c) Nothing herein shall prohibit me from being a passive owner of not more than 2% of the outstanding securities of any class of a corporation which is publicly traded, so long as I have no active participation in the business of any such corporation.
(d) During my employment with the Company and throughout the Noncompete Period, I will not directly or indirectly (including through another person) solicit or attempt to solicit, induce or attempt to induce any employee, consultant, agent, independent contractor or any other person otherwise engaged in a services or business relationship (including, without limitation, any customer, supplier, licensee or licensor) with the Company to leave the employ of or terminate or otherwise adversely alter such person’s relationship with the Company, or in any way interfere with the relationship between the Company and any such person; provided, however, I will not be prohibited from engaging the services of any such person who is also engaged by the Company (other than any employee of the Company, or any consultant or agent providing services substantially on a full-time basis to the Company relating primarily to the Food Industries, as that term is defined below) so long as any such engagement would not otherwise constitute a breach of this Section 4(d).
(e) During the Noncompete Peri...
Non-Competition; Non-Solicitation; Non-Interference. During the Term and for a period of two years after the termination of Executive’s employment hereunder, Executive will not by himself or in conjunction with others, directly or indirectly engage (either as owner, investor, partner, member stockholder, employer, employee, consultant, advisor, manager or director) in any business in the United States which, at the time of such termination, is directly or indirectly in competition with a business then conducted by the Company or any of its subsidiaries; provided, however, this the limitation shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause or a termination by Executive for Good Reason. During the Term and for a period of three years after the termination of Executive’s employment hereunder, Executive will not by himself or in conjunction with others, directly or indirectly (i) induce any customers of the Company or any of its subsidiaries with whom Executive has had personal contacts or relationships, during and within the scope of his employment with the Company, to curtail or cancel their relationship with the Company or its subsidiaries; or (ii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate their employment therewith. The provisions of the first sentence of this Section 10(b) and clauses (i) and (ii) of the immediately preceding sentence are separate and distinct commitments independent of each other. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in an over-the-counter market shall not, of itself, be deemed inconsistent with the first sentence of this Section 10(b).
Non-Competition; Non-Solicitation; Non-Interference. (a) Without limiting any duty or obligation otherwise applicable to Employee, Employee agrees as follows:
Non-Competition; Non-Solicitation; Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, Company Relationships, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 4, during his/her employment with the Company and for twelve (12) months following Employee’s separation from the Company (“the Restricted Period”) regardless of the reason for the separation, within the Restricted Area.
Non-Competition; Non-Solicitation; Non-Interference. (a) For a period of three (3) years from the Closing Date, none of Seller or the Shareholder shall, acting individually or as an owner, shareholder, member, partner, employee, or independent contractor of any Person other than Buyer or one of its Subsidiaries or Affiliates, and Seller and the Shareholder shall cause its Affiliates not to, directly or indirectly, (i) establish, own, manage, operate, control, acquire, finance, invest in or otherwise engage or participate in any business, operation or activity that competes with or is substantially similar to the Business (a “Competing Business”), (ii) enter the employ of, or render any personal services to or for the benefit of, or act as an agent or representative of, or receive remuneration in the form of salary, commissions or otherwise from, any entity which is engaged in a Competing Business or (iii) disclose any non-public information regarding the Business to a Competing Business, or use such information for the benefit of a Competing Business, provided, however, that the Seller, the Shareholder and their Affiliates may own, directly or indirectly, solely as a passive investment, securities of any business traded on any national securities exchange, provided the Seller, the Shareholder or any such Affiliate is not a controlling person of, or a member of a group that controls, such business and further provided that Seller or the Shareholder or its Affiliates do not, in the aggregate, directly or indirectly, own two percent (2%) or more of any class of securities of such business.
(b) For a period of three (3) years from the Closing Date, without the prior written consent of Buyer, none of Seller or the Shareholder shall, acting individually or as an owner, shareholder, member, partner, employee, or independent contractor of any Person other than Buyer or one of its subsidiaries or Affiliates, and Seller and the Shareholder shall cause its Affiliates not to, directly or indirectly, (i) hire, employ or otherwise engage the services of any employee of Seller that remains in the active employment of Buyer or its Subsidiaries (the “Continuing Employees”) or (ii) induce, solicit, recruit or encourage any Continuing Employee to leave the employ of Buyer or its Subsidiaries (or any successor (including by merger) to Buyer or any of its Subsidiaries (a “Successor”)), as applicable, or violate the terms of his or her contract or any other employment arrangement with such employer; provided, that nothing in this...
Non-Competition; Non-Solicitation; Non-Interference. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and its Affiliates and accordingly agrees as follows:
(a) Prior to the Executive’s Termination for any reason (the “Employment Term”) and until the first anniversary of Executive’s Termination (the “Restrictive Covenant Period”), Executive will not (i) directly or indirectly, in any geographic location in which the Company Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with any member of the Company Group (“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include, without limitation, principally engaging in the business of model based drug development consulting services or technology solutions, including with respect to discovery, pre-clinical, clinical and post-marketing drug development and regulatory submissions and review and any other business in which the Company is actively engaged at the time of termination (the “Business”).
(b) During the Restrictive Covenant Period, Executive will not directly or indirectly:
(i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Company or any member of the Company Group to cease doing business with or materially reduce the amount of business conducted with the Company or any member of the Company Group, or interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) and the Company or any member of the Company Group; or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or
(ii) (A) solicit or hire, directly or indirectly, for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of Executive’s duties), any employees of the Company or any m...
Non-Competition; Non-Solicitation; Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, Company Relationships, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 4, during his/her employment with the Company and for twelve (12) months following his/her separation from the Company (“the Restricted Period”) regardless of the reason for the separation, within the Restricted Area, which is defined as the Louisiana parishes of Lafayette, Iberia, and Terrebonne and the Texas counties of ▇▇▇▇▇▇, Fort Bend, ▇▇▇▇▇▇▇▇▇▇, Brazoria, and Galveston, as well as any county/parish in which the Employee engaged in Company Business during the last twelve (12) months of Employee’s employment with the Company.
Non-Competition; Non-Solicitation; Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, Company Relationships, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 4, during his/her employment with the Company and for 12 months following his/her separation from the Company (“the Restricted Period”) regardless of the reason for the separation, within the “Restricted Area,” which is defined as the geographic area in which the Company Business (as defined below) has been carried on during Employee’s employment with the Company or, following Employee’s separation from the Company, during the 12 months preceding Employee’s separation from the Company (the “Prior Period”) and with which geographic area the Employee was involved or concerned on behalf of the Company Business or about which Employee was otherwise in possession of Confidential Information or had access to Company Relationships in each case during the Prior Period.
Non-Competition; Non-Solicitation; Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below, for twelve (12) months following his/her separation from the Company (“the Restricted Period”) regardless of the reason for the separation, within the Restricted Area of the Louisiana parishes of Lafayette, Iberia, and Terrebonne and the Texas counties of ▇▇▇▇▇▇, Fort Bend, ▇▇▇▇▇▇▇▇▇▇, Brazoria, and Galveston, as well as any county/parish in which the Employee engaged in the Company Business (defined below) during the last twelve (12) months of Employee’s employment with the Company.
Non-Competition; Non-Solicitation; Non-Interference. (a) During the Executive’s employment hereunder, Executive will be exposed to Confidential Information of SearchHelp and the SearchHelp Affiliates, including, without limitation, details about their software programs, algorithms, processes, methods, and any intellectual property. Accordingly, the competitive use and knowledge of any of such information would substantially and irreparably injure the business, prospects and value of SearchHelp and the SearchHelp Affiliates. Executive and SearchHelp also agree that the business of SearchHelp and the SearchHelp Affiliates is both national and international in nature due to the utility and methods of distribution of their products.