Non-Solicitation Restrictive Covenants Clause Samples

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Non-Solicitation Restrictive Covenants. In order to protect the Company’s Proprietary Information and good will, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge that this covenants in this paragraph 8 are necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that if I violate any of the provisions of this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s).
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Non-Solicitation Restrictive Covenants. (a) During the term of Employee’s employment, it is acknowledged that the Employee will obtain knowledge and familiarity with the operations of the Company, the conduct of its business, its operating and marketing procedures, the identity and requirements of its customers, suppliers and vendors, intellectual property, trade secrets, and other proprietary information, which must be safeguarded. To protect the Company, the Employee agrees that during the term of Employee’s employment and for a period of one (1) year after the Employee’s date of termination of employment with the Company (subject to the One-Month Non-Compete Limitation set forth in Section 6 hereof), if this Agreement is terminated by the Company pursuant to Section 5 hereof, or mutually in writing by the Company and the Employee, to the furthest extent permitted by law, the Employee shall not directly or indirectly (except on behalf of and for the benefit of Company and its affiliates): (i) Solicit or otherwise encourage any employee, independent contractor, officer or consultant of the Company to terminate his or her employment or relationship (contractual or otherwise) with the Company, or to enter into employment with any other person or entity; or (ii) Induce, persuade or entice any material customer or supplier of Company, to terminate or cease its or their relationship (contractual or otherwise) with Company, or to enter into any relationship with any other person or entity engaged in a business in competition with Company; or (iii) In any way, slander, libel or through any other means take any action which is or is intended to be detrimental to the Company, its affiliates, business, officers, personnel or operations, except that the recitation of the truth shall be deemed to be an absolute defense of any such action hereunder; or (iv) Except for the Employee remaining employed with his current employer solely for a transition period not to exceed July 15, 2003, accept employment with or be employed in any capacity (whether officer, director, partner, manager, employee, shareholder, member, independent contractor, consultant or otherwise) by any company, firm or entity engaged in the same or substantially similar business of the Company anywhere in the counties of Hancock, Harrison, or ▇▇▇▇▇▇, within the State of Mississippi; provided, however, Employee may own up to, but not more than, a five percent (5%) equity interest in any entity whose stock is traded publicly on a national secur...
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Non-Solicitation Restrictive Covenants. During the Employee's employment with the Company and for one year after the termination of his/her employment, regardless of the reason for such termination, he/she shall not directly or indirectly, (i) solicit, encourage, facilitate, or induce any Client, person or entity that was a Client at any time in the one year preceding the solicitation, encouragement, facilitation, or inducement, or any Prospects, vendors, advertisers, agents, sales representatives, employees, contractors, consultants, service-providers, or licensees of the Company, to breach any agreement or contract with, or discontinue or curtail his, her, or its business relationships with, the Company; or (ii) solicit, hire, or otherwise engage as an employee, consultant, contractor, or otherwise, any person who is an employee of the Company, or was an employee of the Company, at any time in the one year preceding the solicitation, hiring, or engagement.
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Non-Solicitation Restrictive Covenants. For a period of one (1) year after a termination of employment, Key Employee agrees not to solicit customers of the Bank for any purpose related directly or indirectly to any business in which the Bank is engaged during the term of this agreement. Key Employee also agrees not to solicit to hire any employees of the Bank for a period of one (1) year after the termination of Employment.
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Non-Solicitation Restrictive Covenants 
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Related to Non-Solicitation Restrictive Covenants

  • Non-Competition and Non-Solicitation Covenants a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

  • Non-Solicitation Covenants (a) The Participant acknowledges and agrees that, during the Participant's employment with the Company and its Affiliates and upon the Participant's termination of Employment with the Company and its Affiliates for any reason, for a period commencing on the termination of such Employment and ending on the second anniversary of such termination, the Participant shall not, whether on Participant's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) solicit any employee of the Company or its Affiliates with whom the Participant had any contact during the last two years of the Participant's employment, or who worked in the same business segment or division as the Participant during that period to terminate employment with the Company or its Affiliates; (ii) solicit the employment or services of, or hire, any such employee whose employment with the Company or its Affiliates terminated coincident with, or within twelve (12) months prior to or after the termination of Participant's employment with the Company and its Affiliates; (iii) directly or indirectly, solicit to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. (b) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 11 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

  • Non-Solicitation Covenant Employee hereby covenants and agrees that while employed by the Company and for a period of two (2) years following the termination of the Employee’s employment with the Company for any reason, Employee shall not: (i) directly or indirectly, endeavor to entice away from the Company or its Affiliates any person, firm, corporation, limited liability company or other entity that was a customer of the Company at any time while Employee was an employee of the Company or its Affiliates or who is a “prospective vendor or customer” of the Company; or (ii) induce, attempt to induce or hire any employee (or any person who was an employee during the year preceding the date of any solicitation) of the Company or its Affiliates to leave the employ of the Company or its Affiliates or to otherwise perform services directly or indirectly for others, or in any way interfere with the relationship between any such employee and the Company or its Affiliates. For purposes hereof, “prospective vendor or customer” shall mean any person or entity which has been solicited for business by Employee or any officer or other employee of the Company or its Affiliates at any time during Employee’s employment.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.