Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests. (b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:
Appears in 3 contracts
Sources: Employment Agreement (Global Medical REIT Inc.), Employment Agreement (Global Medical REIT Inc.), Employment Agreement (Global Medical REIT Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access a. In granting the Restricted Stock Unit Award to Confidential Information for use only during the Employment PeriodParticipant, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employeeprovides the Participant a further incentive to build the Company’s unique goodwill and special capacity, with developing links the goodwill of Participant’s interests to the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as Company’s long-term business interests. As an express incentive inducement for the Company to grant the Restricted Stock Unit Award and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information, Employee has and the Company’s and its subsidiaries goodwill, the Participant voluntarily agreed agrees to the covenants set forth in this Section 104(a). Employee The Participant agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interests, will not cause Employee undue hardship, oppressive and are material and substantial parts part of the Company’s willingness to enter into this Agreement Agreement, and are intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s and its subsidiaries’ Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During b. The Participant agrees that during the Prohibited Period, Employee the Participant shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee the Participant, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) i. engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee the Participant from directly or indirectly: (A) owning, managing, operating, or being becoming an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group or any of its subsidiaries, or (B) in the Market Area, joining, becoming employee or consultant of, or otherwise being affiliated with any capacity person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with the Company or any of its subsidiaries (in each case, with respect to this clause (B)) , in any capacity in which Employeethe Participant’s duties or responsibilities are the same as or similar to those performed for the duties Company or responsibilities any of its subsidiaries) – for purposes of this provision, “primarily engage” means that Employee had on behalf of any member at least twenty percent (20%) of the Company Groupgross revenue of a person or entity’s business is from business directly competitive with the Business;
(ii) . appropriate any Business Opportunity of, or relating to, any member of the Company Group or any of its subsidiaries located in the Market Area;
(iii) . within the Market Area, solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group or any of its subsidiaries with whom or which Employee the Participant had contact on behalf in the last 24 months of any member of his or her employment with the Company Group or its subsidiaries or about whom or which the Participant obtained Confidential Information to cease or lessen such customer’s or supplier’s business with any member of the Company Groupor any of its subsidiaries in the Business; or
(iv) . solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group or any of its subsidiaries to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company Groupor its subsidiaries.
(cv. Notwithstanding the above-referenced limitations in Sections 4(b)(i), 4(b)(ii) Because and 4(b)(iii), such limitations shall not apply following the termination of the difficulty of measuring economic losses to Participant’s employment with the Company Group and (as a result applicable) any of a breach or threatened breach its subsidiaries in those portions of the covenants Market Area located within the State of Oklahoma. Instead, the Participant agrees that, during the portion of the Prohibited Period that occurs after the Participant is no longer employed by the Company or any of its subsidiaries, the restrictions on the Participant’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 Sections 1 and in this Section 104(b)(iv) herein) shall be as follows: the Participant will not directly or indirectly solicit the sale of goods, services, or a combination of goods and because of services from the immediate and irreparable damage that would be caused to the members established customers of the Company Group for which they would have no other adequate remedyor of any of its subsidiaries.
c. For purposes of this Section 4, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 3 contracts
Sources: Time Vested Restricted Stock Unit Award Agreement (Key Energy Services Inc), Time Vested Restricted Stock Unit Award Agreement (Key Energy Services Inc), Time Vested Restricted Stock Unit Award Agreement (Key Energy Services Inc)
Non-Competition; Non-Solicitation. (a) The Company Bank shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company Bank to enter into this Agreement and the Bank to employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 1011. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the BoardBoards, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as involve any direct or similar indirect responsibilities with respect to the duties or responsibilities that Employee had on behalf of any member of the Company GroupBusiness;;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market AreaArea that a member of the Company Group is then considering or pursuing or of which Employee became aware during the Employment Period;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had material contact on behalf of any member of the Company Group or about whom or which Employee obtained Confidential Information to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 10 and in this Section 1011, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company Bank and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the CompanyBank’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company Bank and each other member of the Company Group at law and equity.
(d) The covenants in this Section 1011, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (Republic First Bancorp Inc), Employment Agreement (Republic First Bancorp Inc)
Non-Competition; Non-Solicitation. (a) The Company Bank shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company Bank to enter into this Agreement and the Bank to employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 1011. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the BoardBoards, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as involve any direct or similar indirect responsibilities with respect to the duties or responsibilities that Employee had on behalf of any member of the Company GroupBusiness;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market AreaArea that a member of the Company Group is then considering or pursuing or of which Employee became aware during the Employment Period;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had material contact on behalf of any member of the Company Group or about whom or which Employee obtained Confidential Information to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 10 and in this Section 1011, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company Bank and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the CompanyBank’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company Bank and each other member of the Company Group at law and equity.
(d) The covenants in this Section 1011, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (Republic First Bancorp Inc), Employment Agreement (Republic First Bancorp Inc)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access In granting the Restricted Stock Unit Award to Confidential Information for use only during the Employment PeriodParticipant, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employeeprovides the Participant a further incentive to build the Company’s unique goodwill and special capacity, with developing links the goodwill of Participant’s interests to the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as Company’s long-term business interests. As an express incentive inducement for the Company to grant the Restricted Stock Unit Award and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information, Employee has and the Company’s and its subsidiaries goodwill, the Participant voluntarily agreed agrees to the covenants set forth in this Section 104(a). Employee The Participant agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interests, will not cause Employee undue hardship, oppressive and are material and substantial parts part of the Company’s willingness to enter into this Agreement Agreement, and are intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s and its subsidiaries’ Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During The Participant agrees that during the Prohibited Period, Employee the Participant shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee the Participant, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee the Participant from directly or indirectly: (A) indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with, with any person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group (x) in any capacity if the Participant is a Vice President or above at the Company and (with respect to this clause (B)y) in any capacity in which Employeethe Participant’s duties or responsibilities are the same as or similar to those performed for the duties Company or responsibilities any of its subsidiaries if the Participant is below the level of a Vice President at the Company; for purposes of this provision, “primarily engage” means that Employee had on behalf of any member at least twenty percent (20%) of the Company Group;gross revenue of a person or entity’s business is from business directly competitive with the Business;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group or any of its subsidiaries located in the Market Area;Area;
(iii) within the Market Area, solicit, canvass, approach, encourage, entice or induce any (i) current customer or supplier of any member of the Company Group or any of its subsidiaries with whom or which Employee the Participant had contact on behalf in the last 24 months of any member of his or her employment with the Company Group or its subsidiaries, (ii) Prospective Customer or Supplier with whom or which the Participant had contact in the last 6 months of his or her employment with the Company or its subsidiaries or (iii) any such customer, supplier or Prospective Customer or Supplier about whom or which the Participant obtained Confidential Information to cease or lessen such customer’s or supplier’s or Prospective Customer’s or Supplier’s business with any member of the Company Group; oror any of its subsidiaries in the Business;
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group or any of its subsidiaries to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company Groupor its subsidiaries; or
(v) employ or cause any other person or entity to employ any person who was an employee or contractor of the Company or any of its subsidiaries in the past six (6) months. Notwithstanding the above referenced limitations in Sections 4(b)(i), 4(b)(ii) and 4(b)(iii), such limitations shall not apply following the termination of the Participant’s employment with the Company and (as applicable) any of its subsidiaries in those portions of the Market Area located within the State of Oklahoma. Instead, the Participant agrees that, during the portion of the Prohibited Period that occurs after the Participant is no longer employed by the Company or any of its subsidiaries, the restrictions on the Participant’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Sections 1 and 4(b)(iv) herein) shall be as follows: the Participant will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any of its subsidiaries.
(c) Because For purposes of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy4, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Time Vested Restricted Stock Unit Award Agreement (Key Energy Services Inc), Restricted Stock Unit Award Agreement (Key Energy Services Inc)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration as a condition of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee is a member of the Company’s executive or management personnel, and Employee expressly agrees and acknowledges that Employee is receiving new and valuable consideration following Employee’s entry into this Agreement, and the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Notwithstanding the foregoing,
(i) following the date that Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, during that portion of the Prohibited Period that begins following the date that Employee is no longer employed by any member of the Company Group, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Sections 9 and 10(b)(iv) above) shall be as follows: Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group.
(ii) The passive beneficial ownership by Employee of less than or equal to two percent of the outstanding publicly traded equity securities of any business that competes with any member of the Company Group in the Market Area shall not be a breach of this Agreement.
(d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(de) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(ef) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (Hi-Crush Inc.), Employment Agreement (Hi-Crush Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that Employee will be an executive of the Company and the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 109. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s trade secrets and other Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer officer, director or director executive of, any or lending to a business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group Group, in any capacity each case (with respect to this clause (B)) in any capacity in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of those performed for any member of the Company Group);
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. For the avoidance of doubt, engaging in the activities set forth on Appendix B would not constitute a violation of the covenants set forth in this Section 9.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 8 and in this Section 109, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 109, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (Theralink Technologies, Inc.), Employment Agreement (Avant Diagnostics, Inc)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment PeriodIn consideration of, and Employee acknowledges and agrees that the Company Group will be entrusting Employeeas a material inducement to, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereundercontinued employment in which Executive receives, and as further consideration for the Internalization Awardhas access to, Employee has Confidential Information, Executive voluntarily agreed agrees to the covenants set forth in this Section 10Agreement. Employee Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interestsoppressive, will not cause Employee Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect Confidential Information and the Company Group’s Confidential Informationgoodwill, goodwill value and substantial legitimate business interests.
(b) During Executive agrees that, during the Prohibited PeriodPeriod (as defined below), Employee Executive shall not, without the prior written approval of the BoardBoard of Directors of the Company, directly or indirectly, for Employee Executive or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate carry on, within the Market Area (as defined below), in competition with any member of the Company Group in any aspect certain aspects of the BusinessBusiness (as defined below), which prohibition shall prevent Employee Executive from directly or indirectly: (A) owning, managing, operating, or being an officer or becoming a director of, or loaning money to, or selling or leasing equipment or real estate to, any business that competes person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in the Market Area, Group; or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, of any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which EmployeeExecutive’s duties for or responsibilities on behalf of such person or entity are the same as or similar to as the duties or responsibilities that Employee had on behalf of Executive performed for any member of the Company GroupGroup prior to the Closing; it being understood that Executive will not be prohibited from operating assets that are owned by an unaffiliated third party, even if such assets are in the Market Area;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;; or
(iii) solicit, canvass, approach, encourage, entice or induce any customer Protected Customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group Supplier (as defined below): (A) to cease or lessen such customer’s or supplier’s its business with any member of the Company Group; or
or (ivB) solicitto refuse or decline to enter into business with, canvasssupply products or services to or purchase products or services from, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Executive acknowledges and agrees that the harm caused by Executive’s breach, or potential breach, of his commitments in this Agreement are incapable or difficult of estimation. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10Agreement, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they it would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief In addition, Executive expressly acknowledges and agrees that, in the event he violates the terms of this Agreement, he will immediately forfeit any rights he has to payments or benefits pursuant to that certain WildHorse Resource Development Corporation Executive Change in Control and Severance Benefit Plan (the “Severance Plan”), and he shall be required to immediately return any and all payments or monetary benefits received by him pursuant to the Severance Plan. Executive acknowledges and agrees that the remedy referenced in the previous sentence is a reasonable forecast of just compensation for the Company Group in the event that Executive breaches the terms of this Agreement.
(d) Executive acknowledges and agrees that the covenants contained in this Section 2 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the nature and wide geographic scope of the Company Group’s business, which is conducted throughout the Market Area; (ii) Executive’s level of control over, and contact with, the Company Group’s business and Executive’s association with the Company Group’s goodwill; (iii) Executive’s knowledge of, and anticipated knowledge of, Confidential Information.
(e) Notwithstanding the foregoing, Executive may own an aggregate of not be more than 5.0% of the Company’s or outstanding stock of any class of any corporation principally engaged in the Business (other than any member of the Company Group’s exclusive remedy for ), if such stock is listed on a breach but instead shall be national securities exchange or regularly traded in addition to all other rights and remedies available to the Company and each other over-the-counter market by a member of a national securities exchange, without violating the Company Group at law provisions of Section 2(b)(i), provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation and equityis not involved in the management of such corporation.
(df) The covenants in For purposes of this Section 10Agreement, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Confidentiality, Non Competition and Non Solicitation Agreement (WildHorse Resource Development Corp), Confidentiality, Non Competition and Non Solicitation Agreement (WildHorse Resource Development Corp)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Businessparticipate, which prohibition shall prevent Employee from directly or indirectly, in the following conduct: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market AreaArea related to the Business (except for the ownership of up to 3.0% of the shares of common stock or securities or any entity whose common shares or securities are listed on a national securities exchange), or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had personal contact on behalf in the course of performing Employee’s duties for any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iviii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate or reduce his, her or its employment or engagement with any member of the Company Group. This provision shall not prohibit Employee from employing or making an offer of employment to an employee or contractor of any member of the Company Group if such employment and/or offer resulted from a general solicitation or advertisement for applications in a newspaper, trade publication, on the Internet or other public forum.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(i) If Employee violates his/her obligations during the Prohibited Period and the Company (or relevant member of the Company Group) brings legal action for injunctive or other relief under Sections 9 and/or 10, the applicable Restricted Period shall be tolled by such court of competent jurisdiction so that the Company Group shall not be deprived of the benefit of the full Prohibited Period.
(ii) During the Prohibited Period, Executive expressly agrees to notify any prospective employer or affiliate in the restricted Business and Market Area of his/her obligations during the Prohibited Period and authorizes the Company to make contact with, any person or affiliate reasonably believed by the Company Group to be engaged or about to be engaged in an act that would constitute a violation of Employee’s obligations under this Agreement. Employee hereby waives, and releases the Company Group from, any claims whatsoever arising in connection with the Company Group’s contact or discussions with such person or affiliate.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (Hyliion Holdings Corp.), Employment Agreement (Hyliion Holdings Corp.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access a. In granting the Restricted Stock Unit Award to Confidential Information for use only during the Employment PeriodParticipant, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employeeprovides the Participant a further incentive to build the Company’s unique goodwill and special capacity, with developing links the goodwill of Participant’s interests to the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as Company’s long-term business interests. As an express incentive inducement for the Company to grant the Restricted Stock Unit Award and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information, Employee has and the Company’s and its subsidiaries goodwill, the Participant voluntarily agreed agrees to the covenants set forth in this Section 104(a). Employee The Participant agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interests, will not cause Employee undue hardship, oppressive and are material and substantial parts part of the Company’s willingness to enter into this Agreement Agreement, and are intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s and its subsidiaries’ Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During b. The Participant agrees that during the Prohibited Period, Employee the Participant shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee the Participant, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) i. engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee the Participant from directly or indirectly: (A) owning, managing, operating, or being becoming an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group or any of its subsidiaries, or (B) in the Market Area, joining, becoming employee or consultant of, or otherwise being affiliated with any capacity person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with the Company or any of its subsidiaries (in each case, with respect to this clause (B)) , in any capacity in which Employeethe Participant’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of those performed for the Company Groupor any of its subsidiaries);
(ii) . appropriate any Business Opportunity of, or relating to, any member of the Company Group or any of its subsidiaries located in the Market Area;
(iii) . within the Market Area, solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group or any of its subsidiaries with whom or which Employee the Participant had contact on behalf in the last 24 months of any member of his or her employment with the Company Group or its subsidiaries or about whom or which the Participant obtained Confidential Information to cease or lessen such customer’s or supplier’s business with any member of the Company Groupor any of its subsidiaries in the Business; or
(iv) . solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group or any of its subsidiaries to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company Groupor its subsidiaries.
(cv. Notwithstanding the above-referenced limitations in Sections 4(b)(i), 4(b)(ii) Because and 4(b)(iii), such limitations shall not apply following the termination of the difficulty of measuring economic losses to Participant’s employment with the Company Group and (as a result applicable) any of a breach or threatened breach its subsidiaries in those portions of the covenants Market Area located within the State of Oklahoma. Instead, the Participant agrees that, during the portion of the Prohibited Period that occurs after the Participant is no longer employed by the Company or any of its subsidiaries, the restrictions on the Participant’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 Sections 1 and in this Section 104(b)(iv) herein) shall be as follows: the Participant will not directly or indirectly solicit the sale of goods, services, or a combination of goods and because of services from the immediate and irreparable damage that would be caused to the members established customers of the Company Group for which they would have no other adequate remedyor of any of its subsidiaries.
c. For purposes of this Section 4, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Time Vested Restricted Stock Unit Award Agreement (Key Energy Services Inc), Performance Based Restricted Stock Unit Award Agreement (Key Energy Services Inc)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of (i) the Company providing Employee with access to Confidential Information Information, (i) the Company granting certain equity awards to Employee pursuant to the Plan concurrent with effectiveness of this Agreement, and (i) as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 109. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill goodwill, and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, Area or (BA) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;; or
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iiic) During the Prohibited Period Employee shall not, without prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) solicit, canvass, approach, encourage, entice entice, or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(ivii) solicit, canvass, approach, encourage, entice entice, or induce any employee or contractor of any member of the Company Group to terminate his, her her, or its employment or engagement with any member of the Company Group.
(cd) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 8 and in this Section 109, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(de) The covenants in this Section 109, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(ef) The following terms shall have the following meanings:
Appears in 2 contracts
Sources: Employment Agreement (ProPetro Holding Corp.), Employment Agreement (ProPetro Holding Corp.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 1010. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited PeriodPeriod (as defined below), Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, ; or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee or contractor. An employee or contractor shall be deemed covered by this Section while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, nothing herein shall limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 2% of the equity securities of such person or entity.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 1010, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10.
(d) The covenants in this Section 1010, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. To the extent any dispute arising under this Section 10 is subject to the laws of the State of California, any provisions set forth herein that would be deemed unenforceable after giving effect to such laws will not apply.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 5% of the equity securities of such person or entity.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) a. The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will shall be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 109. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respectsrespects and not oppressive, do not interfere with public interests, will shall not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests.
(b) During b. Employee agrees that, during the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) i. engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with, with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) . appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) . solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) . solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) c. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 8 and in this Section 109, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) d. The covenants in this Section 109, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The e. For purposes of this Section 9, the following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (ai) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as As an express incentive inducement for the Company to hire Executive and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information, Employee has and the Company’s goodwill, Executive voluntarily agreed agrees to the covenants set forth in this Section 1010(c). Employee Executive agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interests, will not cause Employee undue hardshipoppressive and are a material and substantial part of the Company’s willingness to enter into this Agreement, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(bii) During Executive agrees that during the Prohibited Period, Employee Executive shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee Executive, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(iA) engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee Executive from directly or indirectly: (Ay) owning, managing, operating, or being becoming an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with the Company, or (z) in the Market Area, joining, becoming employee or consultant of, or otherwise being affiliated with any member of person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with the Company Group (in any capacity (each case, with respect to this clause (Bz)) , in any capacity in which EmployeeExecutive’s duties or responsibilities are the same as or similar to those performed for the duties or responsibilities Company) – for purposes of this provision, “primarily engage” means that Employee had on behalf of any member at least twenty percent (20%) of the Company Groupgross revenue of a person or entity’s business is from business directly competitive with the Business;
(iiB) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iiiC) within the Market Area, solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee Executive had contact on behalf in the last twenty-four months of any member of his employment with the Company Group or about whom or which Executive obtained Confidential Information to cease or lessen such customer’s or supplier’s business with any member of the Company Groupin the Business; or
(ivD) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company GroupCompany.
(cE) Because Notwithstanding the above-referenced limitations in Sections 10(c)(ii)(A), (B) and (C), such limitations shall not apply following the termination of Executive’s employment with the Company in those portions of the difficulty Market Area located within the State of measuring economic losses to Oklahoma. Instead, Executive agrees that, during the Company Group as a result of a breach or threatened breach portion of the covenants Prohibited Period that occurs after Executive is no longer employed by the Company, the restrictions on Executive’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 Sections 10(a) and in this Section 1010(c)(ii)(D) herein) shall be as follows: Executive will not directly or indirectly solicit the sale of goods, services, or a combination of goods and because services from the established customers of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(diii) The covenants in For purposes of this Section 1010(c), and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited PeriodPeriod (as defined below), Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Businessparticipate, which prohibition shall prevent Employee from directly or indirectly, in the following conduct: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market AreaArea (as defined below) related to the Business (as defined below) (except for the ownership of up to 3.0% of the shares of common stock or securities or any entity whose common shares or securities are listed on a national securities exchange), or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had personal contact on behalf in the course of performing Employee’s duties for any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iviii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate or reduce his, her or its employment or engagement with any member of the Company Group. This provision shall not prohibit Employee from employing or making an offer of employment to an employee or contractor of any member of the Company Group if such employment and/or offer resulted from a general solicitation or advertisement for applications in a newspaper, trade publication, on the Internet or other public forum.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
2 (i) If Employee violates his/her obligations during the Prohibited Period and the Company (or relevant member of the Company Group) brings legal action for injunctive or other relief under Sections 9 and/or 10, the applicable Restricted Period shall be tolled by such court of competent jurisdiction so that the Company Group shall not be deprived of the benefit of the full Prohibited Period.
3 (ii) During the Prohibited Period, Executive expressly agrees to notify any prospective employer or affiliate in the restricted Business and Market Area of his/her obligations during the Prohibited Period and authorizes the Company to make contact with, any person or affiliate reasonably believed by the Company Group to be engaged or about to be engaged in an act that would constitute a violation of Employee’s obligations under this Agreement. Employee hereby waives, and releases the Company Group from, any claims whatsoever arising in connection with the Company Group’s contact or discussions with such person or affiliate.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed and enforced as so reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company Group shall provide Employee Executive access to Confidential Information for use only during the Employment Period, and Employee Executive acknowledges and agrees that the Company Group will be entrusting EmployeeExecutive, in EmployeeExecutive’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company Group providing Employee Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for the Internalization Award, Employee Executive has voluntarily agreed to the covenants set forth in this Section 1011. Employee Executive further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interestsoppressive, will not cause Employee Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During Executive agrees that, during the Prohibited PeriodPeriod (as defined below), Employee Executive shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee Executive or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) engage in or participate within the Market Area (as defined below) in competition with any member of the Company Group in any aspect of the BusinessBusiness (as defined below), which such prohibition shall prevent Employee Executive from directly or indirectly: (A) indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or loaning money to or selling or leasing equipment or real estate to or otherwise being affiliated with, with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, in the Market Area, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity (as defined below) of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group. This paragraph is geographically limited to where a customer, supplier, or member is present and available for solicitation at that time. Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Grouptherewith.
(c) Executive agrees that the covenants of Section 11(b) shall be enforceable during the Employment Period and for a period of 12 months following the termination of the Employment Period (the “Prohibited Period”), regardless of the reason for such termination. The Prohibited Period shall be extended by any period of time during which Executive is in breach of any of the covenants of Section 11(b). Notwithstanding any provision to the contrary, it will not be a violation of this Section 11 for Executive to acquire and own an equity interest representing less than 5% of the total voting power of all classes of equity interests in a publicly traded entity.
(d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10foregoing covenants, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they it would have no other adequate remedy, Executive agrees that in the event of breach or threatened breach by Executive of any provision of Section 10 or 11 hereof, Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants(i) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction, (ii) recovery of all attorneys’ fees and costs incurred by Company in the event obtaining such relief, and (iii) any other legal and equitable relief to which Company may be entitled, including without limitation any and all monetary damages which Company may incur as a result of a said breach or threatened breach. An agreed amount for the bond to be posted if an injunction is sought by Company is One Thousand Dollars ($1,000.00). Company may pursue any remedy available, by injunctions and restraining orders from including declaratory relief, concurrently or consecutively in any court of competent jurisdictionorder as to any breach, without the necessity of showing any actual damages violation, or that money damages would not afford an adequate remedythreatened breach or violation, and without the necessity pursuit of posting one such remedy at any bond or other security. The aforementioned equitable relief shall time will not be deemed an election of remedies or waiver of the Company’s or right to pursue any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equityremedy.
(de) The covenants in this Section 10, and each provision and portion hereof, 11 are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, or for any other reason unenforceable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonableof competent jurisdiction is authorized and directed to reform such provisions to the minimum extent necessary to cause the limitations contained in this Section 11 as to time, geographical area, and this Agreement shall thereby scope of activity to be reformedreasonable and to impose a restraint that is not greater than necessary to protect the goodwill and legitimate business interests of the Company Group.
(ef) The For purposes of this Section 11, the following terms shall have the following meanings:
Appears in 1 contract
Sources: Employment Agreement (Calumet Specialty Products Partners, L.P.)
Non-Competition; Non-Solicitation. (a) The Company shall will provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth hereinin this Agreement, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interestsreasonable, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill goodwill, and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent prevents Employee from directly or indirectly: indirectly (A) owning, managing, operating, operating or being an officer or director of, of any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to regarding this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice entice, or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease stop or lessen such that customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice entice, or induce any employee or contractor of any member of the Company Group to terminate his, her her, or its employment or engagement with any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result because of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to may enforce the foregoing covenants, in the event of if a breach occurs or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall will not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall will be in addition to besides all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereofportion, are severable and separate, and the unenforceability of any specific covenant (or portion thereofof it) shall not will affect the provisions of any no other covenant (or portion thereofof it). Moreover, in the event any arbitrator or If a court of competent jurisdiction shall determine decides that the scope, time time, or territorial restrictions set forth in this Agreement are unreasonable, then it is the intention of the parties that such those restrictions be enforced to as the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby will be reformed.
(e) The following These terms shall will have the following these meanings:
Appears in 1 contract
Sources: Employment Agreement (Unit Corp)
Non-Competition; Non-Solicitation. (a) The Company shall has provided and shall, during the Employment Period, continue to provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, in further consideration of Parent granting restricted shares to Employee pursuant to the Restricted Stock Agreement, and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Notwithstanding the foregoing, following the Termination Date, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, following the Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group. Further, Employee will not be deemed to be engaging in the Business in violation of Section 10(b)(i)(B) by virtue of performing duties similar to those performed for a member of the Company Group in the course of employment with an entity whose primary business is as an operator in the oil and gas exploration and production industry (an “Operator”), so long as such Operator only performs the services that constitute the Business for its own operations, and such Operator does not perform such services for customers.
(d) Notwithstanding the restrictions contained in Section 10(b)(i), (ii) and (iii), Employee may own an interest in a private equity fund or hedge fund that has a direct or indirect investment in a company engaged in the Business that competes or has plans to compete with the Company (a “Competitor”) so long as such investment contemplated by this Section 10(d) is not (A) directly in, or directly tied to, equity interests of the Competitor and (B) Employee does not participate in any director, officer, consulting or similar role relating to such Competitor, without violating the provisions of Section 10(b)(i), provided that neither Employee nor any of Employee’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in the management of such entity.
(e) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(df) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(eg) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Employment Agreement (Select Energy Services, Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Awardbenefits provided hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties duties, knowledge contribution or responsibilities are the same as or similar to the duties duties, knowledge contribution or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group Group, or about whom Employee had access to Confidential Information, to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 5% of the equity securities of such person or entity.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.. Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration as a condition of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee is a member of the Company’s executive or management personnel, and Employee expressly agrees and acknowledges that Employee is receiving new and valuable consideration following Employee’s entry into this Agreement, and the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Notwithstanding the foregoing,
(i) following the date that Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, during that portion of the Prohibited Period that begins following the date that Employee is no longer employed by any member of the Company Group, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Sections 9 and 10(b)(iv) above) shall be as follows: Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group.
(ii) The passive beneficial ownership by Employee of less than or equal to two percent of the outstanding publicly traded equity securities of any business that competes with any member of the Company Group in the Market Area shall not be a breach of this Agreement.
(d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(de) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(ef) Nothing in this Section 10 shall be interpreted or applied in a manner to prevent or restrict Employee from practicing law, as it is the intent of this Section 10 to create certain limitations on Employee’s business activities only, and not to create limitations that would restrict Employee from practicing law. For the avoidance of doubt, and without limiting the foregoing, nothing in this Section 10 shall prohibit Employee from engaging in the private practice of law as a sole practitioner or member of a law firm, irrespective of whether members of a law firm with whom he is affiliated or he, in such capacity, represents businesses that are engaged in Business as defined in Section 10(g)(i) below. Employee acknowledges and agrees that, both before and after the Termination Date, Employee shall be bound by all ethical and professional obligations (including those with respect to conflicts and confidentiality) that arise from Employee’s provision of legal services to, and acting as legal counsel for, the Company and, as applicable, the other members of the Company Group.
(g) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Employment Agreement (Hi-Crush Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access In granting the Restricted Stock Unit Award to Confidential Information for use only during the Employment PeriodParticipant, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employeeprovides the Participant a further incentive to build the Company’s unique goodwill Employment Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and special capacity, with developing links the goodwill of Participant’s interests to the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as Company’s long-term business interests. As an express incentive inducement for the Company to grant the Restricted Stock Unit Award and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information, Employee has and the Company’s and its subsidiaries goodwill, the Participant voluntarily agreed agrees to the covenants set forth in this Section 104(a). Employee The Participant agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interests, will not cause Employee undue hardship, oppressive and are material and substantial parts part of the Company’s willingness to enter into this Agreement Agreement, and are intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s and its subsidiaries’ Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During The Participant agrees that during the Prohibited Period, Employee the Participant shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee the Participant, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee the Participant from directly or indirectly: (A) indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with, with any person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group (x) in any capacity if the Participant is a Vice President or above at the Company and (with respect to this clause (B)y) in any capacity in which Employeethe Participant’s duties or responsibilities are the same as or similar to those performed for the duties Company or responsibilities any of its subsidiaries if the Participant is below the level of a Vice President at the Company; for purposes of this provision, “primarily engage” means that Employee had on behalf of any member at least twenty percent (20%) of the Company Groupgross revenue of a person or entity’s business is from business directly competitive with the Business;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group or any of its subsidiaries located in the Market Area;
(iii) within the Market Area, solicit, canvass, approach, encourage, entice or induce any (i) current customer or supplier of any member of the Company Group or any of its subsidiaries with whom or which Employee the Participant had contact on behalf in the last 24 months of any member of his or her employment with the Company Group or its subsidiaries, (ii) Prospective Customer or Supplier with whom or which the Participant had contact in the last 6 months of his or her employment with the Company or its subsidiaries or (iii) any such customer, supplier or Prospective Customer or Supplier about whom or which the Participant obtained Confidential Information to cease or lessen such customer’s or supplier’s or Prospective Customer’s or Supplier’s business with any member of the Company Group; oror any of its subsidiaries in the Business;
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group or any of its subsidiaries to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company Groupor its subsidiaries; or Employment Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇
(v) employ or cause any other person or entity to employ any person who was an employee or contractor of the Company or any of its subsidiaries in the past six (6) months. Notwithstanding the above referenced limitations in Sections 4(b)(i), 4(b)(ii) and 4(b)(iii), such limitations shall not apply following the termination of the Participant’s employment with the Company and (as applicable) any of its subsidiaries in those portions of the Market Area located within the State of Oklahoma. Instead, the Participant agrees that, during the portion of the Prohibited Period that occurs after the Participant is no longer employed by the Company or any of its subsidiaries, the restrictions on the Participant’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Sections 1 and 4(b)(iv) herein) shall be as follows: the Participant will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any of its subsidiaries.
(c) Because For purposes of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy4, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 5% of the equity securities of such person or entity.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed..
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration as a condition of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee is a member of the Company’s executive or management personnel, and Employee expressly agrees and acknowledges that Employee is receiving new and valuable consideration following Employee’s entry into this Agreement, and the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Notwithstanding the foregoing,
(i) following the date that Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, during that portion of the Prohibited Period that begins following the date that Employee is no longer employed by any member of the Company Group, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Sections 9 and 10(b)(iv) above) shall be as follows: Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group.
(ii) The passive beneficial ownership by Employee of less than or equal to two percent of the outstanding publicly traded equity securities of any business that competes with any member of the Company Group in the Market Area shall not be a breach of this Agreement; and
(iii) The owning or leasing of property or equipment utilized in connection with the Business in the Market Area as set forth on Exhibit C will not be deemed to be a breach of this Agreement.
(d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(de) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(ef) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Businessparticipate, which prohibition shall prevent Employee from directly or indirectly, in the following conduct: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market AreaArea related to the Business (except for the ownership of up to 3.0% of the shares of common stock or securities or any entity whose common shares or securities are listed on a national securities exchange), or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had personal contact on behalf in the course of performing Employee’s duties for any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iviii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate or reduce his, her or its employment or engagement with any member of the Company Group. This provision shall not prohibit Employee from employing or making an offer of employment to an employee or contractor of any member of the Company Group if such employment and/or offer resulted from a general solicitation or advertisement for applications in a newspaper, trade publication, on the Internet or other public forum.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(di) If Employee violates his/her obligations during the Prohibited Period and the Company (or relevant member of the Company Group) brings legal action for injunctive or other relief under Sections 9 and/or 10, the applicable Restricted Period shall be tolled by such court of competent jurisdiction so that the Company Group shall not be deprived of the benefit of the full Prohibited Period.
(ii) During the Prohibited Period, Executive expressly agrees to notify any prospective employer or affiliate in the restricted Business and Market Area of his/her obligations during the Prohibited Period and authorizes the Company to make contact with, any person or affiliate reasonably believed by the Company Group to be engaged or about to be engaged in an act that would constitute a violation of Employee’s obligations under this Agreement. Employee hereby waives, and releases the Company Group from, any claims whatsoever arising in connection with the Company Group’s contact or discussions with such person or affiliate.
(a) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(eb) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall has provided and shall, during the Employment Period, continue to provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, in further consideration of Parent granting restricted shares to Employee pursuant to the Restricted Stock Agreement, and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 1010. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Notwithstanding the foregoing, following the Termination Date, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, following the Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group. Further, Employee will not be deemed to be engaging in the Business in violation of Section 10(b)(i)(B) by virtue of performing duties similar to those performed for a member of the Company Group in the course of employment with an entity whose primary business is as an operator in the oil and gas exploration and production industry (an “Operator”), so long as such Operator only performs the services that constitute the Business for its own operations, and such Operator does not perform such services for customers.
(d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 1010, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(de) The covenants in this Section 1010, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(ef) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Employment Agreement (Select Energy Services, Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Businessparticipate, which prohibition shall prevent Employee from directly or indirectly, in the following conduct: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market AreaArea related to the space of electrifying the commercial vehicle (except for the ownership of up to 3.0% of the shares of common stock or securities or any entity whose common shares or securities are listed on a national securities exchange), or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had personal contact on behalf in the course of performing Employee’s duties for any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iviii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. This provision shall not prohibit Employee from employing or making an offer of employment to an employee or contractor of any member of the Company Group if such employment and/or offer resulted from a general solicitation or advertisement for applications in a newspaper, trade publication, on the Internet or other public forum.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 5% of the equity securities of such person or entity.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed..
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee you access to Confidential Information for use only during your employment or service with any member of the Employment PeriodCompany Group, and Employee acknowledges you acknowledge and agrees agree that the Company Group will be entrusting Employeeyou, in Employee’s your unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee you with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereundergrant you the eligibility to participate in the Plan, and as further consideration for the Internalization Award, Employee has you have voluntarily agreed to the covenants set forth in this Section 102. Employee agrees You agree and acknowledges that acknowledge that, due to the limitations and restrictions set forth hereinnature of the Business of the Company Group, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement Annex B intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s Confidential Information, customer and employee relationships, goodwill and legitimate business interests.
(b) During the Prohibited PeriodPeriod (as defined below), Employee you shall not, and shall cause your affiliates not to, without the prior written approval of the Board, directly or indirectly, for Employee you or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the Business(each as defined below), which prohibition shall prevent Employee you from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending your name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by (whether or not for compensation), any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s your customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee you had on behalf of any member of the Company Group, provided, however, that you shall be permitted to own a passive interest of any class of securities of any corporation in competition with the Company Group that is traded on a national securities exchange (as long as you are not involved in the business activities of such entity);
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity (as defined below) of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee you had contact on behalf of (including oversight responsibility) or learned Confidential Information about during your employment or service with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group which you had contact during your employment or service with any member of the Company Group or who otherwise worked in the same department as you, to terminate his, her or its employment or engagement with any member of the Company Group, hire or retain any such employee or contractor or otherwise adversely affect such relationship. Notwithstanding the foregoing, nothing herein shall prohibit you from being employed or engaged by any person or entity where such work (i) would not involve any level of strategic, advisory, technical, creative, or sales, or other activity similar to that which you provided to any Company Group or (ii) is in connection with an independent business line of such person or entity that is wholly unrelated to the Business and the Confidential Information (subject to protocols to prevent you from disclosing Confidential Information).
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 1 of this Annex B and in this Section 102, and because of the immediate immediate, irreparable and irreparable continuing damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach of this Annex B. You further agree that the Company and each member of the Company Group would, by reason of such breach, or threatened breach, be entitled (a) to an injunction, a decree for specific performance, other equitable relief in a court of appropriate jurisdiction, (b) to be indemnified by injunctions and restraining orders you from any court loss or harm; and (c) to recover any costs or attorneys’ fees, arising out of competent jurisdictionor in connection with any breach by you or enforcement action relating to your obligations under this Annex B and all other relief as may be proper (including money damages if appropriate), to the extent permitted by law, without the necessity need to post any bond. You further consent and stipulate to the entry of showing any actual damages or that money damages would not afford an adequate remedy, and without such injunctive relief in such a court prohibiting you from breaching the necessity terms of posting any bond or other security. this Annex B. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. You further agree that you will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 2, and that you will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 2 if you challenge the reasonableness or enforceability of any of the provisions of this Section 2. Notwithstanding anything to the contrary contained in this Annex B, in the event of a breach of any covenant by you, the duration of any restriction breached shall be extended for a period equal to any period of time that you were in violation of such covenant to the extent permitted by applicable law.
(d) The covenants in this Section 102, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement Annex B shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Participation Agreement (Infinity Natural Resources, Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee Executive access to Confidential Information for use only during the Employment Period, and Employee Executive acknowledges and agrees that the Company Group will be entrusting EmployeeExecutive, in EmployeeExecutive’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee Executive hereunder, and as further consideration for the Internalization Award, Employee Executive has voluntarily agreed to the covenants set forth in this Section 10. Employee Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee Executive shall not, without the prior written approval of the Board, directly or indirectly, for Employee Executive or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee Executive from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated withwith or providing services to, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which EmployeeExecutive’s duties or responsibilities are the same as involve direct or similar indirect responsibilities with respect to the duties or responsibilities that Employee had on behalf of any member of the Company Group;Business.
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee Executive had contact on behalf of any member of the Company Group or about whom or which Executive obtained Confidential Information or for whom or which Executive had direct or indirect responsibilities on behalf of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group or hire or engage any employee or contractor of any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access a. In granting this Award to Confidential Information for use only during the Employment PeriodParticipant, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employeeprovides the Participant a further incentive to build the Company’s unique goodwill and special capacity, with developing links the goodwill of Participant’s interests to the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as Company’s long-term business interests. As an express incentive inducement for the Company to grant this Award and enter into this Agreement and employ Employee hereunderAgreement, and as further consideration for in order to protect the Internalization AwardConfidential Information and the Company’s and its subsidiaries goodwill, Employee has the Participant voluntarily agreed agrees to the covenants set forth in this Section 104. Employee The Participant agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are (i) reasonable in all respectsrespects and not oppressive, do not interfere with public interests, will not cause Employee undue hardship, and are (ii) a material and substantial parts part of the Company’s willingness to enter into this Agreement Agreement, and (iii) intended and necessary to prevent unfair competition and to protect the Company GroupCompany’s and its subsidiaries’ Confidential Information, goodwill goodwill, and substantial and legitimate business interests.
(b) During b. The Participant agrees that during the Prohibited Period, Employee the Participant shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee the Participant, or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) i. engage in or participate carry on within the Market Area in competition with any member of the Company Group or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent Employee the Participant from directly or indirectly: (A) indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with, with any person or entity primarily engaged in, or planning to primarily engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group (A) in any capacity (with respect to this clause if the Participant is a Vice President or above at the Company and (B)) in any capacity in which Employeethe Participant’s duties or responsibilities are the same as or similar to those performed for the duties Company or responsibilities any of its subsidiaries if the Participant is below the level of a Vice President at the Company; for purposes of this provision, “primarily engage” means that Employee had on behalf of any member at least twenty percent (20%) of the Company Group;gross revenue of a person or entity’s business is from business directly competitive with the Business;
(ii) . appropriate any Business Opportunity of, or relating to, any member of the Company Group or any of its subsidiaries located in the Market Area;
iii. within the Market Area;
(iii) , solicit, canvass, approach, encourage, entice or induce any (A) current customer or supplier of any member of the Company Group or any of its subsidiaries with whom or which Employee the Participant had contact on behalf in the last twenty-four (24) months of any member of his or her employment with the Company Group or its subsidiaries, (B) Prospective Customer or Supplier with whom or which the Participant had contact in the last six (6) months of his or her employment with the Company or its subsidiaries or (C) any such customer, supplier or Prospective Customer or Supplier about whom or which the Participant obtained Confidential Information, in each such case, to cease or lessen such customer’s or supplier’s or Prospective Customer’s or Supplier’s business with any member of the Company Group; oror any of its subsidiaries in the Business;
(iv) . solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group or any of its subsidiaries to terminate his, her or its employment or engagement with any member therewith, excluding general advertisements and solicitations not targeted at the employees or contractors of the Company Group.or its subsidiaries; or
(c) Because v. employ or cause any other person or entity to employ any person who was an employee or contractor of the difficulty Company or any of measuring economic losses to its subsidiaries in the past six (6) months. Notwithstanding the above referenced limitations in Sections 4(b)(i), 4(b)(ii) and 4(b)(iii), such limitations shall not apply following the termination of the Participant’s employment with the Company Group and (as a result applicable) any of a breach or threatened breach its subsidiaries in those portions of the covenants Market Area located within the State of Oklahoma. Instead, the Participant agrees that, during the portion of the Prohibited Period that occurs after the Participant is no longer employed by the Company or any of its subsidiaries, the restrictions on the Participant’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 Sections 1 and in this Section 104(b)(iv) and (v) herein) shall be as follows: the Participant will not directly or indirectly solicit the sale of goods, services, or a combination of goods and because of services from the immediate and irreparable damage that would be caused to the members established customers of the Company Group for which they would have no other adequate remedyor any of its subsidiaries.
c. For purposes of this Section 4, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (Key Energy Services Inc)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization AwardEmployee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests.
(b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature:
(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area in competition with any member of the Company Group in any aspect of the BusinessArea, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any business that competes with any member of person or entity engaged in or planning to engage in the Company Group Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated withwith or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group;
(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer customer, vendor or supplier of any member of the Company Group with whom or which Employee had contact on behalf of (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company GroupGroup or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the scope or reasonableness of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the scope or reasonableness of any of the provisions of this Section 10.
(d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The following terms shall have the following meanings:
Appears in 1 contract
Sources: Employment Agreement (Shoals Technologies Group, Inc.)
Non-Competition; Non-Solicitation. (a) The Company shall provide Employee Executive access to the Confidential Information for use only during the Employment Period, and Employee Executive acknowledges and agrees that the Company Group will be entrusting EmployeeExecutive, in EmployeeExecutive’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company providing Employee Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunderExecutive, and as further consideration for the Internalization Award, Employee Executive has voluntarily agreed to the covenants set forth in this Section 10. Employee Executive further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do respects and not interfere with public interestsoppressive, will not cause Employee Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests.
(b) During Executive agrees that, during the Prohibited Period, Employee Executive shall not, without the prior written approval of the BoardCompany, directly or indirectly, for Employee Executive or on behalf of or in conjunction with any other person or entity of any whatever nature:
(i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which such prohibition shall prevent Employee from directly or indirectly: Executive from, within the Market Area, (A) directly or indirectly owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with, of any person or entity engaged in, or planning to engage in, the such Business in the Market Area in competition, or anticipated competition, with any member of the Company Group Group, and (B) loaning money to or selling or leasing equipment or real estate to, or otherwise being affiliated with any such person or entity, in either case in connection with any competition or anticipated competition in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member aspect of the Company GroupBusiness;
(ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, Executive agrees that the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or and that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief such enforcement shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d) The covenants in this Section 10, and each provision and portion hereof, 10 are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such the arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e) The For purposes of this Section 10, the following terms shall have the following meanings:
Appears in 1 contract