Restrictions and Covenants Clause Samples
The "Restrictions and Covenants" clause sets out specific obligations and limitations that one or both parties must adhere to during the term of an agreement. This may include prohibitions on certain activities, requirements to maintain certain standards, or commitments to refrain from competing or disclosing confidential information. By clearly outlining these boundaries, the clause helps prevent disputes and ensures that both parties understand their ongoing responsibilities and limitations under the contract.
Restrictions and Covenants. (a) In addition to such other conditions as may be established by the Company or the Committee, in consideration for making a Grant under the terms of the Plan, the Participant agrees and covenants as follows for a period of twelve (12) months following the date of the Participant’s termination of employment from the Mondelēz Group:
1. to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelēz Group, which is of great competitive importance and commercial value to the Mondelēz Group, the Participant, without the express written permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which the Participant contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive, employer, employee, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to a competitor or to an entity engaged in the same or similar business as the Mondelēz Group, including those engaged in the business of production, sale or marketing of snack foods (including, but not limited to gum, chocolate, confectionary products, biscuits or any other product or service the Participant has reason to know has been under development by the Mondelēz Group during the Participant’s employment with the Mondelēz Group). The Participant will not engage in any activity that may require or inevitably require the Participant’s use or disclosure of the Mondelēz Group’s confidential information, proprietary information and/or trade secrets;
2. to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, the Participant, without the express written permission of the Executive Vice President of Human Resources of the Company, will not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Mondelēz Group; and
3. to protect the Mondelēz Group’s investment in its development of goodwill and customers and to ensure the long-term success of the business, the Participant will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, instant message, SMS text messaging and...
Restrictions and Covenants. Notwithstanding anything to the contrary in the Agreement, paragraph 6 of the Agreement will not apply to Argentinian Optionees.
Restrictions and Covenants. Buyer(s) to review any government and/or private use restrictions and restrictive covenants. If Buyer(s) does not approve the use restrictions or covenants, Buyer(s) has the option to terminate this Purchase Agreement.
Restrictions and Covenants. Notwithstanding anything to the contrary in the Agreement, paragraph 9 of the Agreement will not apply to Argentinian Employees.
Restrictions and Covenants. Each Party agrees that, in its capacity as a Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable precautions to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b) below), (iii) not use the Discloser’s Confidential Information for any purpose whatsoever other than as may be directly in furtherance of the purposes of one or more of the Revised Transaction Documents, (iv) not export the Discloser’s Confidential Information in violation of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, (v) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vi) upon termination or expiration of the applicable Revised Transaction Document, return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunder, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.
Restrictions and Covenants. Except as otherwise provided herein, each party agrees that, in its capacity as the Recipient of Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and take all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own Confidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person (except as set forth in Section 10.2(b) (Disclosure to Representatives) hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information except as is necessary in the performance of Recipient’s specific duties or the exercise of its rights under this Agreement, (iv) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (v) upon the termination or expiration of this Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information, including all originals, copies and extracts.
Restrictions and Covenants. Notwithstanding anything to the contrary in the Agreement, paragraph 9 of the Agreement will not apply to Argentinian Employees. Labor Law Policy and Acknowledgement. The following provision supplements paragraph 13 of the Agreement: The Employee acknowledges and agrees that the Grant is made by the Company (not the Employer) in its sole discretion and that the value of the Deferred Stock Units or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits, such as vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered for any purpose under Argentine labor law, the Employee acknowledges and agrees that such benefits shall not accrue more frequently than on each vesting date.
Restrictions and Covenants. If the Participant is a resident of Washington: 1 The post-termination noncompetition restrictions in paragraph 6(a)(1) and the post-termination customer nonsolicitation restrictions in paragraph 6(a)(3) shall not apply unless the Participant’s earnings from the Employer exceed the statutory threshold for Box 1 W-2 annual compensation, which is US$123,394.17 for 2025 and is adjusted annually for inflation (“Earnings Threshold”).
Restrictions and Covenants. If the Optionee is a resident of the District of Colombia, the post-termination noncompetition restrictions in paragraph 6(a)(1) shall not apply unless the Optionee’s compensation (including wages, bonus, commissions, vested stock and other payments in connection with employment) is reasonably expected to equal or exceed in a consecutive twelve (12) month period, or does equal or exceed in the consecutive twelve (12) month period preceding the date of the Optionee’s termination of employment with the Employer, the statutory threshold for a “highly compensated employee”, which is US$154,200 for 2024 and is adjusted annually for inflation.
Restrictions and Covenants. With the exception of the license granted in Section 2 and except as otherwise expressly permitted herein, you may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, “deep link”, “scrape”, data mine, or otherwise use any information or material obtained from or through the website, or link to the website in any manner that would bypass the website’s home page. Further, you may not post any content from the website to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of Assist Group. You represent and warrant to Assist Group that you will not use the website for any purpose that is unlawful or prohibited by these terms of use, including but not limited to attempting or actually (i) disrupting, impairing or interfering with the website, (ii) collecting any information about other users of the website, including passwords, accounts or other information, (iii) systematically extracting data contained in the website to populate databases for internal or external business use; (iv) violating or infringing the rights of third parties, or
(v) uploading any files that contain any viruses, worms, or other components that are intended to cause damage or expropriate any system, data or personal information.