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 securities exchange. (b) The Employee agrees to and shall inform any business entity or other person that the Employee becomes associated with or employed by after the termination of the Employee’s employment with Company for any reason and for a period of one (1) year thereafter of all of the restrictions contained in Sections 8 and 9 hereof. (c) The Employee acknowledges and agrees to the reasonableness, applicability, scope and nature of the covenants contained herein, and further agrees that the time period and scope specified above are the appropriate, minimum and reasonable time and scope necessary to protect Company in the conduct of its business. The Employee represents and warrants to Company that, in the event of enforcement of the provisions of this Section, the Employee’s experience and capabilities are such that the Employee can obtain employment not competitive with the business of Company sought to be protected hereunder, and that the enforcement of such covenants and representations hereunder by Company by way of injunction will not prevent the Employee from earning a livelihood. (d) The Employee shall not approach or assist any person or entity for any such purpose or action described in this Section 9 or authorize, encourage or cooperate with the taking of any such action by any other person or entity. If any provision or part of this Agreement (including, without limitation, any restrictive covenant) is held to be unenforceable, the Employee and the Company agree to modify such provision (or restrictive covenant) or, that the court or arbitrator, as applicable, making such determination shall have the power to modify such provision (or restrictive covenant), to delete specific words or phrases, or, if applicable, reduce the duration or scope or area of such provision (“blue-penciling”), and in its reduced or blue-penciled form, such provision (or restrictive covenant) shall then be enforceable and shall be enforced. (e) The Employee and Company recognize that the services to be rendered by the Employee to Company are special and unique and of extraordinary character and that the Employee’s undertakings are essential to Company, and that, in the event of any breach or threatened breach by the Employee of the terms and conditions of this Agreement, including, but not limited to, the termination of the Employee’s employment with Company in order to perform services for any other person or entity in conflict with Section 9 or any other breach of any provision of this Agreement, Company will sustain losses which are not fully compensable by monetary damages. Therefore, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to enjoin any such breach or threatened breach, and, in addition thereto, to obtain damages or enforce the specific performance of this Agreement by the Employee, or to obtain any combination of such remedies as the Company shall elect. (f) The Company shall have the right and remedy to bring legal action to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Improper Benefits”) derived or received by Employee as the result of any transaction constituting a breach of either Section 5(a)(i), (ii), (v) or (vii) hereof, and Employee hereby agrees to account for such Improper Benefits and promptly pay over all such Improper Benefits to the Company, in immediately available funds, without deduction or offset of any kind. The Employee acknowledges and agrees that the Company shall have the right and remedy to collect from Employee, or have imposed against Employee as part of any necessary court or arbitration proceeding or collection action, any and all reasonable costs and expenses of enforcement or collection actually incurred by Company arising out of any breach of any such provisions of this Agreement by Employee, it being stipulated and acknowledged that Employee shall pay and be responsible for all such reasonable expenses of enforcement or collection, the same to include reasonable attorney fees, accountant fees, and court costs.
Appears in 1 contract
Sources: Employment Agreement (Premier Entertainment Biloxi LLC)
Non-Solicitation Restrictive Covenants. (a) During the term of Employee’s '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 's employment and for a period of one (1) year after the Employee’s '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, 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 ▇▇▇▇▇▇Warren, within the State of Mississippi; provided, however, Employee ▇▇▇▇▇yee 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 securities exchange.
(b) The Employee agrees to and shall inform any business entity or other person that the Employee becomes associated with or employed by after the termination of the Employee’s 's employment with Company for any reason reason, and for a period of one (1) year thereafter thereafter, of all of the restrictions contained in Sections 8 and 9 hereof.
(c) The Employee acknowledges and agrees to the reasonableness, applicability, scope and nature of the covenants contained herein, and further agrees that the time period and scope specified above are the appropriate, minimum and reasonable time and scope necessary to protect Company in the conduct of its business. The Employee represents and warrants to the Company that, in the event of enforcement of the provisions of this Section, the Employee’s 's experience and capabilities are such that the Employee can obtain employment not competitive with the business of the Company sought to be protected hereunder, and that the enforcement of such covenants and representations hereunder by the Company by way of injunction will not prevent the Employee from earning a livelihood.
(d) The Employee shall not approach or assist any person or entity for any such purpose or action described in this Section 9 or authorize, encourage or cooperate with the taking of any such action by any other person or entity. If any provision or part of this Agreement (including, without limitation, any restrictive covenant) is held to be unenforceable, the Employee and the Company agree to modify such provision (or restrictive covenant) or, that the court or arbitrator, as applicable, making such determination shall have the power to modify such provision (or restrictive covenant), to delete specific words or phrases, or, if applicable, reduce the duration or scope or area of such provision (“"blue-penciling”"), and in its reduced or blue-penciled form, such provision (or restrictive covenant) shall then be enforceable and shall be enforced.
(e) The Employee and Company recognize that the services to be rendered by the Employee to Company are special and unique and of extraordinary character and that the Employee’s 's undertakings are essential to Company, and that, in the event of any breach or threatened breach by the Employee of the terms and conditions of this Agreement, including, but not limited to, the termination of the Employee’s 's employment with Company in order to perform services for any other person or entity in conflict with Section 9 or any other breach of any provision of this Agreement, Company will sustain losses which are not fully compensable by monetary damages. Therefore, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to enjoin any such breach or threatened breach, and, in addition thereto, to obtain damages or enforce the specific performance of this Agreement by the Employee, or to obtain any combination of such remedies as the Company shall elect.
(f) The Company shall have the right and remedy to bring legal action to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Improper Benefits”") derived or received by Employee as the result of any transaction constituting a breach of either Section 5(a)(i), (ii), (v) or (vii) hereof, and Employee hereby agrees to account for such Improper Benefits and promptly pay over all such Improper Benefits to the Company, in immediately available funds, without deduction or offset of any kind. The Employee acknowledges and agrees that the Company shall have the right and remedy to collect from Employee, or have imposed against Employee as part of any necessary court or arbitration proceeding or collection action, any and all reasonable costs and expenses of enforcement or collection actually incurred by Company arising out of any breach of any such provisions of this Agreement by Employee, it being stipulated and acknowledged that Employee shall pay and be responsible for all such reasonable expenses of enforcement or collection, the same to include reasonable attorney fees, accountant fees, and court costs.
Appears in 1 contract