Restrictions on Vendor Sample Clauses

Restrictions on Vendor. 13 7. WARRANTIES................................................................................. 14
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Restrictions on Vendor. 10.1 For a period of 24 months after the Completion Date, the Vendor shall not and shall procure that each other member of the Retained Group shall not (whether alone or jointly with another and whether directly or indirectly or on behalf of or assist any other person) carry on or be interested in the IVR Business, without the prior written consent of the Purchaser. 10.2 For a period of 24 months after the Completion Date, the Vendor shall not and shall procure that each other member of the Retained Group shall not (whether alone or jointly with another and whether directly or indirectly or on behalf of or assist any other person): (a) solicit or endeavour to entice away from LTWJi, offer employment to or employ, or offer or conclude any contract for services with, any of its officers, employees or consultants employed or engaged in connection with the IVR Business prior to or as at Completion; or (b) solicit or endeavour to entice away from LTWJi, any of the customers or clients of LTWJi whose custom is in connection with its IVR Business prior to or as at Completion. 10.3 The Purchaser acknowledges that a company within the Retained Group currently provides content to companies in the IVR Business in the PRC (the Purchaser's IVR Company) and that, without this clause, this would constitute a breach of clause 10. 1. The Vendor hereby undertakes to the Purchaser that, with effect from the Completion Date, the Purchaser's IVR Company shall not provide such content to persons other than Holdco or any of Holdco's subsidiaries (and the provision of any such content shall be agreed on an arm's length basis upon normal commercial terms). 10.4 The Vendor acknowledges and agrees that each of clauses 10.1 and 10.2 constitutes an entirely separate and independent restriction and that the duration, extent and application of each restriction are no greater than is reasonable and necessary for the protection of the interests of the Purchaser but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced, the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as are necessary to make it valid and effective.
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Restrictions on Vendor. 5.1. The Vendor shall not and shall procure that each other company with which it is or shall become affiliated in the period set forth in this clause 4.1 (whether alone or jointly with another and whether directly or indirectly) within a period of 24 months after Closing, directly or indirectly, solicit or endeavour to entice away from the Company, offer employment to or employ, or offer or conclude any contract for services with, any person who was employed by the Company in skilled or managerial work at any time during the 24 months prior to Closing. 5.2. Except so far as may be required by law and in such circumstances only after prior consultation with the Purchaser, the Vendor shall not and shall procure that each other company with which it is or shall become affiliated shall not at any time disclose to any person or use to the detriment of the Company any trade secret or other confidential information of a technical character which it holds in relation to the Company or its affairs.
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Restrictions on Vendor. The data access, use, and security restrictions set forth in this Section shall apply to the receipt, use, disclosure, and maintenance of Confidential Data by Vendor. Vendor agrees to the following: A. Confidential Data may only be used for the purpose or purposes authorized pursuant to this Agreement. B. Vendor will comply with all applicable laws, materials, regulations and all other State and Federal requirements with respect to the protection of privacy, security and dissemination of the shared data including but not limited to the relevant requirements of: including but not limited to the relevant requirements of: the Social Security Act (42 U.S.C. §§1320d-2 through 1320d-7); U.S.C. section 552(A)(Privacy Act of 1974, Public Law 93- 579); Identity Protection Act (5 ILCS 179/1 et. seq.), FOIA (5 ILCS 140/7(1)(c); and PERA (105 ILCS 5/24A-7.1). C. Vendor will comply with the relevant requirements of FERPA (20 U.S.C. § 1232g) and ISSRA (105 ILCS 10/1 et seq.), regarding the confidentiality of Student Data, and specifically “education records” as defined in FERPA and “school student records” as defined in ISSRA. Any use of information contained in student education records to be released must be approved by ISBE. To protect the confidentiality of student education records, Vendor will limit access to student education records to those employees who reasonably need access to them in order to perform their responsibilities under this Agreement. D. Vendor shall abide by and be bound by the requirements of the U.S. Department of Education, Family Policy Compliance Office’s Guidance for Reasonable Methods and Written Agreements issued pursuant to the requirements of the Family Educational Rights and Privacy Act (“Guidance”). The Guidance is available at: ▇▇▇▇://▇▇▇▇.▇▇.▇▇▇/policy/gen/guid/fpco/pdf/reasonablemtd_agreement E. Vendor will comply with ▇▇▇▇’s confidentiality requirements regarding individual educator information (105 ILCS 5/24A-1 et seq.). The disclosure of educator or public school teacher, principal and superintendent performance evaluations is expressly prohibited under Section 24A-7.1 (105 ILCS 5/24A-7.1). Vendor will ensure that results from any analysis or evaluation of educator data will be published in a manner that protects the privacy and confidentiality of the individuals involved and that no educator, teacher or administrator can be personally identified from publicly reported aggregate data (Section 24A-20(a)(1)). F. Vendor will follow...
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Restrictions on Vendor. 11.1 The Vendor covenants with the Purchaser that it shall not and shall procure that each other member of its Group shall not: (a) at any time during the period of 3 years beginning with the Completion Date, in any geographic areas in which any business of the Company or its Subsidiary was carried on at the Completion Date, carry on or be engaged in any business which is in direct competition with any part of the Business as the Business was carried on at the Completion Date; or (b) at any time during the period of 4 years beginning with the Completion Date deal with or canvass, solicit or otherwise seek the custom of or interfere in the relationship with any person who at any time during the period of 12 months immediately preceding the Completion Date, was a client or customer of the Company or its Subsidiary for any goods or services in direct competition with any part of the Business as the Business was carried on at the Completion Date; or (c) at any time during the period of 3 years beginning with the Completion Date: (i) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or its Subsidiary, any individual who is at the time of the offer or attempt, and was at the Completion Date, a director, officer or employee holding an executive or managerial position with the Company or its Subsidiary; or (ii) procure or facilitate the making of any such offer or attempt by any other person; or (d) at any time after Completion, use in the course of any business: (i) the words "Pascall"; or (ii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, ▇▇▇▇, name, design or logo; or (iii) any trade or service ▇▇▇▇, business or domain name, design or logo which, at Completion, was or had been used exclusively by the Company or its Subsidiary. (e) at any time during a period of 3 years beginning with the Completion Date, solicit or entice away from the Company or its Subsidiary any supplier to the Company or its Subsidiary who had supplied goods or services to the Company or its Subsidiary at any time during the 12 months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to the Company or its Subsidiary. 11.2 Nothing in this clause 11 shall prevent the Vendor or any member of the Vendor's Group from: (a) carrying on or bei...
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Restrictions on Vendor. 6.1 The Vendor shall not (and shall procure that each other member of the Vendor's Group shall not) within a period of six months after Completion, directly or indirectly, solicit or endeavour to entice away from the Company, offer employment to or employ, or offer or conclude any contract for services with, any person who was employed by the Company in skilled or managerial work (excluding translators) at any time during the six months prior to Completion. For the avoidance of doubt, this restriction shall not apply to Vendor's employees and/or independent contractors seconded to the Company in accordance with the Services Agreement and all other additional agreements entered into between the Vendor and the Company in furtherance of the transactions contemplated by the Services Agreement, and the Vendor shall be entitled to remove such seconded personnel from the Company at any time before or after Completion. 6.2 Except so far as may be required by law and in such circumstances only after prior consultation with the Purchaser, the Vendor shall not (and shall procure that each other member of the Vendor's Group shall not) at any time use to the detriment of the Company any trade secret or other confidential information of a technical character which it holds in relation to the Company or its affairs.
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Restrictions on Vendor. The Vendor shall not and shall procure that each other member of the Vendor's Group shall not (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or interested in any Competing Business during a period of 18 months after the Completion Date. For this purpose, Competing Business means the manufacture and/or sale of Generic Products within the United Kingdom.
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Restrictions on Vendor 
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