Common use of Noncompetition Restrictions Clause in Contracts

Noncompetition Restrictions. Executive agrees that during the Restricted Period Executive will not, directly or indirectly: (a) engage or participate in any way, as an owner, officer, partner, member, employee, agent, independent contractor, board member, stockholder or otherwise, in any activities competitive with or directly or indirectly related to the Business anywhere within fifty (50) miles of any office in which as of the Closing Technisource or its subsidiaries conduct their businesses. (b) either on his or her own account or for any person, firm, partnership, corporation, limited liability company, or other entity: (i) solicit, interfere with, or endeavor to cause any employee or consultant of Technisource or any of its affiliates to leave his or her employment or consultant status, as applicable; or (ii) induce or attempt to induce any such employee or consultant to breach his or her employment agreement or consulting agreement, as applicable, with Technisource or any of its affiliates; (c) directly or indirectly solicit, induce, or attempt to induce any customer of Technisource as of the Closing: (i) to cease doing business in whole or in part with or through Technisource or any of its affiliates; or (ii) to do business with any other person, firm, partnership, corporation, limited liability company, or other entity engaged in the Business; and (d) notwithstanding items (a) through (c) of this Section 1, ownership of less than three percent (3%) of a class of equity securities issued by any competitor of IntelliMark listed on any national securities exchange or interdealer quotation system shall not be deemed a violation of items (a) - (c) of Section 1. For purposes of item (a) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is one (1) year following the Executive's termination of employment by Executive, IntelliMark or Technisource for any reason or no reason whatsoever. For purposes of item (b) and (c) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is two (2) years following the Executive's termination of employment by Executive, IntelliMark or Technisource for any reason or no reason whatsoever. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Noncompetition Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Noncompetition Restrictions. Executive Stockholder agrees that during the Restricted Period Executive period that ends on two (2) years from the date of the Closing, Stockholder will not, directly or indirectly: (a) engage or participate in any way, as an owner, officer, partner, member, employee, agent, independent contractor, board member, stockholder or otherwise, in any activities competitive with or directly or indirectly related to the Business anywhere within fifty (50) miles of any office in which as of the Closing Technisource or its subsidiaries conduct their businesses; provided, however, that (i) providing software and development services by consultants or other individuals employed outside the United States or (ii) providing training and management services by certified project managers shall not be deemed to be competitive activities; for example, and without limiting or enlarging the foregoing, Stockholder may, without violating Section 1(a) of this Agreement, but subject to the restrictions contained in Section 1(b) of this Agreement, employ individuals based outside the United States for the purpose of providing solutions services (e.g., software development, help desk, etc.) to U.S. and non-U.S. customers. (b) without the prior written consent of the CEO of IntelliMark (which shall not be unreasonably withheld), either on his or her own account or for any person, firm, partnership, corporation, limited liability company, or other entity: (i) solicit, interfere with, or endeavor to cause any employee or consultant of Technisource or any of its affiliates to leave his or her employment or consultant status, as applicable; or (ii) induce or attempt to induce any such employee or consultant to breach his or her employment agreement or consulting agreement, as applicable, with Technisource or any of its affiliates; (c) without the prior written consent of the CEO of IntelliMark (which shall not be unreasonably withheld), directly or indirectly solicit, induce, or attempt to induce any customer of Technisource as of the Closing: (i) to cease doing business in whole or in part with or through Technisource or any of its affiliates; or (ii) to do business with any other person, firm, partnership, corporation, limited liability company, or other entity engaged in the Businessentity; and (d) notwithstanding items (a) through (c) of this Section 1, ownership of less than three percent (3%) of a class of equity securities issued by any competitor of IntelliMark listed on any national securities exchange or interdealer quotation system shall not be deemed a violation of items (a) - (c) of Section 1. For purposes of item (a) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is one (1) year following the Executive's termination of employment by Executive, IntelliMark or Technisource for any reason or no reason whatsoever. For purposes of item (b) and (c) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is two (2) years following the Executive's termination of employment by Executive, IntelliMark or Technisource for any reason or no reason whatsoever. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Noncompetition Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In those instances in which the consent of the CEO of IntelliMark is required hereunder, such consent or refusal to consent, as the case may be, shall be provided to Stockholder no later than fifteen (15) days following IntelliMark's receipt of Stockholder's written request for consent setting forth his basis for such request.

Noncompetition Restrictions. Executive agrees that during the Restricted Period Executive will not, directly or indirectly: (a) engage or participate in any way, as an owner, officer, partner, member, employee, agent, independent contractor, board member, stockholder or otherwise, in any activities competitive with or directly or indirectly related to the Business anywhere within fifty (50) miles of any office in which as of the Closing Technisource or its subsidiaries conduct their businesses; provided that, Executive may continue as a director of the entities list on Schedule "A" hereof. (b) either on his or her own account or for any person, firm, partnership, corporation, limited liability company, or other entity: (i) solicit, interfere with, or endeavor to cause any employee or consultant of Technisource or any of its affiliates to leave his or her employment or consultant status, as applicable; or (ii) induce or attempt to induce any such employee or consultant to breach his or her employment agreement or consulting agreement, as applicable, with Technisource or any of its affiliates; (c) directly or indirectly solicit, induce, or attempt to induce any customer of Technisource as of the Closing: (i) to cease doing business in whole or in part with or through Technisource or any of its affiliates; or (ii) to do business with any other person, firm, partnership, corporation, limited liability company, or other entity engaged in the Business; and (d) notwithstanding items (a) through (c) of this Section 1, ownership of less than three percent (3%) of a class of equity securities issued by any competitor of IntelliMark listed on any national securities exchange or interdealer quotation system shall not be deemed a violation of items (a) - (c) of Section 1. For purposes of item (a) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is one (1) year following the Executive's termination of employment by ExecutiveDecember 6, IntelliMark or Technisource for any reason or no reason whatsoever2002. For purposes of item (b) and (c) of this Section 1, the Restricted Period shall be the period during which the Executive is employed by Technisource or one of its affiliates and continuing thereafter until the date that is two (2) years following the Executive's termination of employment by ExecutiveDecember 6, IntelliMark or Technisource for any reason or no reason whatsoever2003. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Noncompetition Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.