PROTECTION OF GOODWILL Sample Clauses
The Protection of Goodwill clause is designed to safeguard the reputation and positive business relationships of a company or brand. In practice, this clause typically restricts parties from engaging in actions that could harm the company's image, such as making disparaging statements, misusing trademarks, or soliciting customers in a way that undermines established trust. Its core function is to preserve the value and integrity of the business's goodwill, preventing actions that could diminish its standing in the market or erode customer loyalty.
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PROTECTION OF GOODWILL. 12.1 As further consideration for the Purchaser agreeing to purchase the Shares on the terms contained in this Agreement and with the intent of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Group each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereby undertakes (binding himself and each of his Affiliates) to the Purchaser (contracting for itself and on behalf of the Company and of each of the Subsidiaries and for any successor in title to the Shares or to part or all of the Business) that (except as directors or employees of the Purchaser, the Company or of any of the Subsidiaries or with the written consent of the Purchaser) neither he nor his Affiliates shall whether on their own behalf or with or on behalf of any person and whether directly or indirectly by any or person or business controlled by him or any Connected Person:-
12.1.1 for a period of three years from Completion carry on or be employed, engaged, concerned, interested or in any way assist within the United Kingdom in any business which may in any way be in competition with the Business provided that nothing in this clause 12.1.1 shall prevent such Vendors nor any of their Affiliates or Connected Persons from holding for investment purposes only any units of an authorised unit trust and/or not more than three per cent of any class of the issued share or loan capital of any company quoted on a recognised investment exchange (as defined in the Financial Services Act 1986);
12.1.2 for a period of three years from Completion canvass, solicit or approach or cause to be canvassed, solicited or approached (in relation to a business which may in any way compete with the Business) the custom of any person who at any time during the twelve months preceding Completion shall have been a client or customer of the Company or of any of the Subsidiaries;
12.1.3 for a period of three years from Completion interfere or seek to interfere or take such steps as may interfere with supplies to the Company and/or any of the Subsidiaries from any suppliers who have been supplying goods or services to the Company or to any of the Subsidiaries for use in connection with the Business at any time during the period of twelve months prior to the date of Completion;
12.1.4 for a period of three years from Completion offer employment to or employ or offer to conclude any contract of services with employees of the Company or of any of the Subsidiaries or procure or facilitate the making...
PROTECTION OF GOODWILL. 8.1 The Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer) neither the Seller not any of its subsidiary undertakings from time to time will either solely or jointly with any other person (either on its own account or as the agent of any other person):
(a) for a period of 2 years from Completion carry on or be engaged or (except as the holder of shares in a listed company which confer not more than five per cent. of the votes which can generally be cast at a general meeting of the company) interested directly or indirectly in a business which competes with the type of business carried on by any member of the Group at Completion in the United Kingdom and Germany;
(b) for a period of 2 years from Completion induce, solicit or endeavour to entice to leave the service or employment or any member of the Group, any person who during the period of 6 months prior to Completion was an employee of any member of the Group occupying a senior or managerial position and likely (in the opinion of the Buyer) to be:
(i) in possession of confidential information relating to; or
(ii) able to influence the customer relationships or connections of any member of the Group provided that this shall not restrict any member of the Seller’s Group from advertising or otherwise taking steps to recruit (and/or subsequently employing) any person which is or are not specifically aimed at a particular employee or group of employees of any Group Company; or
(iii) for a period of two years from Completion, canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out or by any other means endeavour to entice away from any Group Company any person for orders or instructions in respect of any goods or services competitive with those supplied by any Group Company and with whom any Group Company has transacted as a supplier in Germany and/or in the United Kingdom during the period of 12 months immediately prior to Completion.
8.2 Nothing in clause 8.1 shall prevent or restrict the Seller or any of its subsidiary undertakings from:
(a) carrying on or being engaged in or economically, interested in any business which, at the date of this agreement, it currently carries on or is engaged in or economically interested in or any reasonable extension or development thereof outside the United Kingdom and Germany;
(b) being the holder of shares (conferring not more than five per cent. of the votes which would normally be ...
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Option in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.
PROTECTION OF GOODWILL. 7.1 In order to assure to the Purchaser the full benefit of the business and goodwill of the Group, but only if the Vendor is a Key Employee (and so that if he is not this Clause shall not apply to him), the Vendor undertakes on its own behalf that it shall not and it shall procure that its Affiliates shall not, directly or indirectly (whether as principal, shareholder, partner, employee, agent or otherwise), whether on their own account or in conjunction with or on behalf of any other person, do any of the following things without the prior written consent of the Purchaser (such consent not to be unreasonably withheld):
(a) during the Restricted Period carry on or be engaged, concerned or interested in (except as the holder of shares in a company whose shares are listed on a recognised investment exchange or overseas investment exchange (as such terms are defined in sections 285 and 313 of the Financial Services and Markets Act 2000) which confer not more than five per cent. of the votes which could normally be cast at a general meeting of that company) any business which competes to any material extent with any material part of the Restricted Business within the Territory; or
(b) during the Restricted Period endeavour to entice away from any Group Company or encourage to terminate his employment with any Group Company (whether or not such termination would be a breach of his contract of employment) any Key Employee; or
(c) during the Restricted Period have any dealings with, canvass, solicit or approach or cause to be canvassed, solicited or approached (in relation to a business which competes with all or a material part of the Restricted Business) any person who at any time during the 12 months prior to Completion shall have been a client, customer, supplier, distributor or agent of or to any Group Company; or
(d) during the Restricted Period interfere, seek to interfere or take such steps as may interfere with or adversely affect or influence supplies to any of the Group Companies from any suppliers who have supplied goods or services to any of the Group Companies for use in connection with the Restricted Business at any time during the 12 months prior to Completion; or
(e) save in the circumstances referred to in clause 8.10(b) (Confidentiality), disclose to any other person any information which is secret or confidential to the business or affairs of the Group or use any such information to the detriment of the business of the Group for so long as th...
PROTECTION OF GOODWILL. The Executive acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential Information relating to the Employer's business. The Executive recognizes that (i) the goodwill of the Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Employer; and (ii) disclosure of any Confidential Information to competitors of the Employer or to the general public would be highly detrimental to the Employer. The Executive further acknowledges that in the course of performing his obligations to the Employer he will be a representative of the Employer to many clients or other persons and, in some instances, the Employer's primary contact with such clients or other persons, and as such will be responsible for maintaining or enhancing the business and/or goodwill of the Employer with those clients or other persons.
PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions.
12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreement:
(a) be engaged or interested in any capacity (whether as a director, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination;
(b) either on his own behalf or on behalf of any other Person and whether directly or indirectly:
(i) canvass, solicit or approach or cause to be canvassed or solicited or approached for orders for any services or goods supplied by the Company or any Affiliate, any Person who to the Executive's knowledge at the date of the termination of the Executive's employment was a client or customer of the Company or any Affiliate;
(ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom the Executive had contact at any time during the last year of his employment; or
(iii) interfere or seek to interfere with the continued supply to the Company or any Affiliate (or the terms relating to such supplies) of any goods or services from or otherwise deal with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year of his employment.
12.3 Whilst each of the restrictions in this Clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and its Affiliates, it is agreed and declared that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Affiliate but would be valid if words were deleted from it or the period of it reduc...
PROTECTION OF GOODWILL. Employee acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to Employer, Employee has and will have access to and be entrusted with Confidential Information relating to Employer's Business and Clients (hereinafter defined). Employee recognizes that (i) the goodwill of Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage Employer, and (ii) disclosure of any Confidential Information to competitors of Employer or to the general public would be highly detrimental to Employer. Employee further acknowledges that in the course of performing his obligations to Employer, he will be a representative of Employer to many of Employer's Clients and in some instances Employer's primary contact with the Client, and as such will be responsible for maintaining or enhancing the business and goodwill of Employer with those Clients.
PROTECTION OF GOODWILL. Each Licensee at all times shall use its best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will reflect favorably on the Licensed Uses and on the goodwill and reputation of Licensor and the Marks. Each Licensee’s best efforts shall include at a bare minimum, but are not limited to, the prompt performance of all of its obligations under this Agreement. Each Licensee at all times shall refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the Licensed Uses or otherwise. Licensor may immediately terminate this Agreement if either Licensee does anything which in Licensor’s opinion may tarnish or diminish the goodwill associated with the Marks and/or the goodwill or reputation of Licensor.
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Restricted Stock Award in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Restricted Stock Award, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Restricted Stock Award (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Restricted Stock Award.
PROTECTION OF GOODWILL. 6.1 The Warrantor hereby undertakes to the Purchaser to procure that (except as otherwise agreed in writing with the Purchaser) he will not either solely or jointly with any other person (either on his own account or as the agent of any other person) for a period of 3 years from Completion carry on or be engaged or concerned or (except as the holder of shares in a listed company which confer not more than 1% of the votes which can generally be cast at a general meeting of the company) interested directly or indirectly in a business which competes with the Business.
6.2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby undertakes to the Purchaser to procure that (except as otherwise agreed in writing with the Purchaser) he will not either solely or jointly with any other person (either on his own account or as the agent of any other person) for a period of the lesser of 18 months from Completion and 6 months following the termination of his employment by the Company carry on or be engaged or concerned or (except as the holder of shares in a listed company which confer not more than 1% of the votes which can generally be cast at a general meeting of the company) interested directly or indirectly in a business which competes with the Business.
6.3 The Warrantor hereby undertakes to procure that (except as otherwise agreed in writing with the Purchaser) he will not either solely or jointly with any other person (either on its own account or as agent of any other person):
6.3.1 for a period of 3 years from Completion solicit or accept the custom of any person in respect of goods or services competitive with those manufactured or supplied by the Group during the period of 12 months immediately prior to Completion, such person having been a customer of the Group in respect of such goods or services during such period;
6.3.2 for a period of 3 years from Completion induce, solicit or endeavour to entice to leave the service or employment of any member of the Group any person who during the period of 12 months prior to Completion was an employee of any member of the Group likely (in the opinion of the Purchaser) to be:
a) in possession of confidential information relating to; or
b) able to influence the customer relationships or connections of; or
c) able to influence the technology or inventions of, any member of the Group or the Business; or
6.3.3 use any trade or domain name or e-mail address used by any member of the Group at any time during the 12 months immediately preceding the...