Restrictive Covenant Sample Clauses
A Restrictive Covenant is a contractual provision that limits a party’s actions, typically to protect the interests of the other party. In practice, this clause may prohibit an employee from working for competitors, soliciting clients, or disclosing confidential information for a specified period after leaving a company. Its core function is to safeguard business interests, proprietary information, and client relationships by preventing unfair competition or misuse of sensitive data.
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Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control.
(b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.
Restrictive Covenant. During Employee's employment with the Company, and for a period of two (2) years following termination of Employee's employment with the Company for any reason, as long as the Company meets its obligations under this Agreement, Employee shall not,
(a) directly or indirectly be employed or retained by, serve as an officer or director of, act as a consultant or advisor to, engage in, or be financially interested in, any person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship that competes, directly or indirectly, with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or
(b) assist financially or in any other manner, directly or through any other person or persons, firm, association, venture, entity, partnership, corporation or sole proprietorship, whether as a partner, shareholder in excess of 5% of the issued and outstanding shares, agent, owner, advisor or material financial backer, any person or entity to enter into, develop, or carry on any business that competes with the Company, or any business of the Company, as the Company is conducting its business at the time of termination of his employment; or
(c) recruit or hire, or attempt to recruit or hire, directly or indirectly, any member of the key management team who is employed by the Company at the time of termination of Employee's employment (for purposes of this Section 6(c), the Company's key management team shall include those employees eligible to receive either stock option grants or awards of stock appreciation rights under any of the Company's incentive compensation plans); or
(d) directly or indirectly, orally or in writing, disparage the Company, its products or employees in any way or interfere to the detriment of the Company with any existing business relationship of the Company and any of its employees, agents or representatives; or
(e) directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged. Any breach of this restrictive covenant by Employee shall effect a forfeiture of Employee's rights hereunder and terminate the Company's obligations under this Agreement, and Employee shall not be entitled to any compensation contemplated by this Agreement, whether or not earned or vested as of the date of termination of the Company's obligations under this Agreement.
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for i...
Restrictive Covenant. During the term of, and for a period of one (1) year (the “Restrictive Period”) after the termination of the Executive’s employment hereunder for any reason (other than a termination of the Executive hereunder pursuant to Section 5(a), 5(b) or 5(e), hereof), the Executive shall not render, directly, or indirectly, services to any person, firm, corporation, association or other entity which conducts the same or similar business as the Company or its subsidiaries at the date of the Executive’s termination of employment hereunder within the states in which the Company or any of its subsidiaries is then licensed and doing business at the date of the Executive’s termination of employment hereunder without the prior written consent of the Board of Directors, which may be withheld in its discretion. In the event the Executive violates any of the provisions contained in this Section 9(b) hereof, the Restrictive Period shall be increased by the period of time from the commencement by the Executive of any violation until such violation has been cured to the satisfaction of the Company. The Executive further agrees that at no time during the Restrictive Period will the Executive attempt to directly or indirectly solicit or hire employees of Company or its subsidiaries or induce any of them to terminate their employment with the Company or any of the subsidiaries. Notwithstanding the foregoing, the performance by the Executive of rights and duties under an agency agreement with the Company shall not constitute a breach of this Section 9(b).
Restrictive Covenant. During the term of Employee’s employment, the Employee shall not retain in or have any interest, directly or indirectly, in any business competing with the business being conducted by the Corporation or any of its subsidiaries, without the Corporation’s prior written consent. For the six month period immediately following the termination of Employee’s employment, the Employee shall not engage in or have any interest, directly or indirectly, in any fast food restaurant business that has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings and similar items customarily sold by Sonic drive-in restaurants), or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in restaurant), and which operates such restaurants within a three mile radius of any Sonic drive-in restaurant.
Restrictive Covenant. 7.1 During the term of Employment with the Company, and for a period of one (1) year following termination of employment for any reason, Employee agrees that he will not, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which is involved in the business of: (a) designing, developing and manufacturing printed circuit connectors and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; or (b) is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing, during the tenure of Employee’s employment by the Company (collectively, a “Competitive Business”). Notwithstanding the foregoing, the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII.
7.2 In furtherance of, and in addition to, Section 7.1, during the period of non-competition specified in Section 7.1 (the “Restricted Period”), Employee shall not during the Restricted Period, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with or related to any Competitive Business, solicit: (a) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; or (b) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-month period ending on the effective date of the termination of employment. In addition, Employee will not during the Restricted Period, either directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire, any person who is employed by the Company or retained as a consultant by the Company (or who was employed or retained by the Company within 12 months of the Termination Date or who was being actively recruited by the Company) to: (A) terminate his employment or engagement with the Company; (B) accept employment or engagement with anyone other than the Company; or (C) in any manner interfere with the business of the Company.
7.3 Employee hereby acknowledges that the covenants and agre...
Restrictive Covenant. (i) During your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the over-the-counter market not in excess of 2% of the company whose stock or other securities are being acquired), or permit any of your affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service as an employee to the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or key consultant of the Company. If a court of competent jurisdiction should declare this Paragraph, or any provision hereof, unenforceable because of any unreasonable restriction of duration and/or activity, then you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, at law or in equity, reasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by you of any of the provisions of this Agreement, the Company and its Members shall be entitled to injunctive relief to end such breach, without the requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to the contrary, in the event of your breach of this Agreement or a termination by the C...
Restrictive Covenant. If at any time prior to the Award Shares’ release from the restrictions hereunder, the Grantee, without the Company’s express written consent, directly or indirectly, alone or as a member of a partnership, group, or joint venture or as an employee, officer, director, or greater than 1% stockholder of any corporation, or in any capacity engages in any activity which is competitive with any of the businesses conducted by the Company or its affiliated companies at any time during the Grantee’s membership on the Company’s Board of Directors, the Grantee shall forfeit to the Company all Award Shares not previously released from the restrictions of paragraph 2 hereof.
Restrictive Covenant. For purposes of this Award, “Restrictive Covenant” shall mean any non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which Holder is bound under any agreement between Holder and the Company and its Subsidiaries.
Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subjec...