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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 3 contracts
Sources: Employment Agreement (IEH Corp), Employment Agreement (IEH Corp), Employment Agreement (IEH Corp)
Restrictive Covenant. 7.1 During In the term event of Employment the termination of employment with the CompanyCompany for any reason, and Employee agrees that he will not, for a period of one (1) year following termination of employment for any reason, Employee agrees that he will notsuch termination, 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: of providing (ai) designingtemporary and/or permanent staffing of governmental employees, developing and manufacturing printed circuit connectors (ii) medical and plastic circular connectors for high performance applications utilizing office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the HYPERBOLOID contact design; United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (biii) 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”)Company. 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 the foregoing section 7.1, during the period of non-competition specified in Section 7.1 (the “Restricted Period”), Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any temporary or related permanent employee placement, governmental staffing or any other business of the Company and its subsidiaries, including information relating to any Competitive Businesscustomer of the Company or pool of temporary employees, solicit: (a) or any actual customersother nonpublic business information, partners or contracts addressed by any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of Employee’s his 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 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 2 contracts
Sources: Employment Agreement (Teamstaff Inc), Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During 5.1 In the term event of Employment with the Company, and for a period of one (1) year following voluntary termination of employment for any reasonwith the Company prior to the expiration of the term hereof, or Employee's discharge in accordance with Article VIII, or the expiration of the term hereof without renewal, Employee agrees that he will not, for a period of three (3) years following such termination (or expiration, as the case may be) directly or indirectly, 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 and such business is involved in the business of: (a) designingbusinesses in which the Company is engaged in as of the date of termination, 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 Companyshall be engaged, or which the Company was in the process of developing, during the tenure of Employee’s 's employment by the Company (collectively, a “Competitive Business”)Company. Notwithstanding the foregoing, the ownership by Employee of less than five 2% percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII.V.
7.2 5.2 In furtherance of, and in addition to, Section 7.1, during of the period of non-competition specified in Section 7.1 (the “Restricted Period”)foregoing, Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any computerized payroll, employee leasing, or related permanent or temporary personnel business, or any business similar to the business in which the Company was engaged, solicit any Competitive Business, solicit: (a) any actual customers, partners customer or contracts addressed by employee of the Company who was a customer or employee of the Company during the tenure of his employment.
5.3 In the event of a default pursuant to the Note (as defined in the Acquisition Agreement dated the 26th day of May, 2005, and attached hereto, the provisions of this Article IV shall not apply to 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, and Employee will not during the Restricted Period, either shall be entitled to directly or indirectly, indirectly (whether as a principalpartner, agentofficer, director, shareholder, employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to solicit or hireconsultant, or participate in otherwise) operate a business to service any attempt contracts which may be assigned to Employee following a default under the Note, and Employee may solicit or hire, any person who is employed by customer of the Company or retained with respect to any contract which is assigned to Employee as a consultant by result of such default in 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 CompanyNote.
7.3 Employee hereby acknowledges 5.4 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in this Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 2 contracts
Sources: Employment Agreement (Teamstaff Inc), Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During In the term event of Employment the termination of employment with the CompanyCompany for any reason, and Employee agrees that she will not, for a period of one (1) year following termination of employment for any reason, Employee agrees that he will notsuch termination, 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: of providing (ai) designingtemporary and/or permanent staffing of governmental employees, developing and manufacturing printed circuit connectors (ii) medical and plastic circular connectors for high performance applications utilizing office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the HYPERBOLOID contact design; United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (biii) 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”)Company. 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”)foregoing, Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any temporary or related permanent employee placement, governmental staffing or any other business of the Company and its subsidiaries, including information relating to any Competitive Businesscustomer of the Company or pool of temporary employees, solicit: (a) or any actual customersother nonpublic business information, partners or contracts addressed by any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of Employee’s her 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 7.2 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During the term of Employment his employment with the CompanyCompany and in the event of the termination of employment with the Company for any reason, and Employee agrees that he will not, for a period of one (1) year following termination of employment for any reason, Employee agrees that he will notsuch termination, 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 which, directly or indirectly, is involved in the business of: of providing (ai) designingtemporary and/or permanent staffing of governmental employees (ii) medical/healthcare and office administration/technical, developing or logistical professionals contracts with the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and manufacturing printed circuit connectors and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; local entities, or (biii) or 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 Periodnot, 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: solicit (ai) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (bii) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgementacknowledgment. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (ai) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (bii) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (ciii) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (div) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. 7.1 During In the term event 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, for a period of one (1) year following such termination, 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: of providing (ai) designingtemporary and/or permanent staffing of governmental employees, developing travel health professionals and/or travel nurses, (ii) medical and manufacturing printed circuit connectors office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; local entities, or (biii) 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”)Company. 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”)foregoing, Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any temporary or related permanent employee placement, governmental staffing or any other business the Company and its subsidiaries, including information relating to any Competitive Businesscustomer of the Company or pool of temporary employees, solicit: (a) or any actual customersother nonpublic business information , partners or contracts addressed by any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of Employee’s his 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 7.2 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
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 she 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: of providing (a) designingtemporary and/or permanent staffing of governmental employees, developing (b) medical and manufacturing printed circuit connectors office administration/technical professionals or logistical personnel contracts with the United States government through the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”), or other federal, state and plastic circular connectors for high performance applications utilizing local entities, (c) program management, consulting, or communications solutions to federal government and other customers, including without limitation to the HYPERBOLOID contact design; United States Department of Health and Human Services, or (bd) 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”). {N0285684 } 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: solicit (a) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (b) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-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 her 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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other {N0285684 } jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. 7.1 During In the event of the voluntary termination of employment with the Company prior to the expiration of the term hereof, or Employee’s discharge in accordance with Article IX, or the expiration of Employment with the Companyterm hereof without renewal, and Employee agrees that she will not, for a period of one six (16) year months following termination of employment for any reason, Employee agrees that he will notsuch termination, 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: of providing (ai) designingtemporary and/or permanent staffing of governmental employees, developing travel health professionals and manufacturing printed circuit connectors travel nurses, (ii) medical and plastic circular connectors for high performance applications utilizing office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the HYPERBOLOID contact design; United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) and other federal, state and local entities, and (iii) 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”)Company. 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”)foregoing, Employee shall not during the Restricted Periodone year following the Termination Date, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any temporary or related permanent employee placement, or any business competitive to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any Competitive Business, solicit: (a) any actual customers, partners customer or contracts addressed by employee of the Company who was a customer or employee of the Company during the tenure of her employment; provided, however, commencing six months after the Termination Date, Employee shall be entitled to solicit (i) employees who worked for or under Employee prior to 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 employment by the Company, and (ii) to: (A) terminate his customers who were customers of Employee prior to Employee’s 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 by the Company.
7.3 Employee hereby acknowledges 7.2 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During the term of Employment with the Company, and for a period of one two (12) year years 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 (5%) 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 twelve24-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 24 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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Sources: Employment Agreement (IEH Corp)
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 she 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: of providing (a) designingtemporary and/or permanent staffing of governmental employees, developing (b) medical and manufacturing printed circuit connectors office administration/technical professionals or logistical personnel contracts with the United States government through the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), or United States Department of Defense (“DOD”), or other federal, state and plastic circular connectors for high performance applications utilizing local entities, (c) program management, consulting, or communications solutions to federal government and other customers, including without limitation to the HYPERBOLOID contact design; United States Department of Health and Human Services, or (bd) 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: solicit (a) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (b) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-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 her 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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. 7.1 6.1 During the term of Employment with the Company, and for a period of one two (12) year years following termination of employment for any reason, Employee agrees that he she 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 (5%) percent of the shares of any publicly held corporation shall not violate the provisions of this Article VIIVI.
7.2 6.2 In furtherance of, and in addition to, Section 7.16.1, during the period of non-competition specified in Section 7.1 6.1 (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 twelve24-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 24 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 6.3 Employee hereby acknowledges that the covenants and agreements contained in Article VI V and Article VII VI of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Sources: Employment Agreement (IEH Corp)
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: of providing (a) designingtemporary and/or permanent staffing of governmental employees, developing and manufacturing printed circuit connectors (b) medical and plastic circular connectors for high performance applications utilizing office administration/technical professionals or logistical personnel contracts with the HYPERBOLOID contact design; United States government through the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (bc) 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 {N0234509 } 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: solicit (a) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (b) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any {N0234509 } way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. 7.1 During the term of Employment with the Company, and for a period of one two (12) year years 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 (5%) 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 twelve24-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 24 months of the Termination Date or who was being actively recruited by the Company) to: (A) terminate his her 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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Sources: Employment Agreement (IEH Corp)
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: of providing (ai) designingtemporary and/or permanent staffing of governmental employees, developing and manufacturing printed circuit connectors (ii) medical and plastic circular connectors for high performance applications utilizing office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the HYPERBOLOID contact design; United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (biii) 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”)Company. 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”)foregoing, Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any temporary or related permanent employee placement, governmental staffing or any other business of the Company and its subsidiaries, or any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any Competitive Business, solicit: (a) any actual customers, partners or contracts addressed by customer of the Company who was a customer of the Company during the tenure of Employee’s his 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. .
7.2 In addition, Employee will not during for a period of one year after the Restricted Periodtermination of employment for any reason, either directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to (a) 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 90 days of the Termination Date or who was being actively recruited by the Company) to: (Ai) terminate his employment or engagement with the Company; (Bii) accept employment or engagement with anyone other than the Company; , or (Ciii) in any manner interfere with the business of the Company.
7.3 Employee hereby acknowledges If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During In the event of the voluntary termination of employment with the Company prior to the expiration of the term hereof, or Employee's discharge in accordance with Article IX, or the expiration of Employment with the Companyterm hereof without renewal, and Employee agrees that he will not, for a period of one (1) year following termination of employment for any reason, Employee agrees that he will notsuch termination, 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: of providing (ai) designingprofessional employer organization services, developing (ii) temporary and/or permanent staffing of travel health professionals and manufacturing printed circuit connectors travel nurses, and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; (iii) payroll processing, 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 's employment by the Company (collectively, a “Competitive Business”)Company. 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 of the period of non-competition specified in Section 7.1 (the “Restricted Period”)foregoing, Employee shall not during the Restricted Periodaforesaid period of non-competition, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with any computerized payroll, employee leasing, or related permanent or temporary personnel business, or any business similar to the business in which the Company was engaged, or in the process of developing during Employee's tenure with the Company, solicit any Competitive Business, solicit: (a) any actual customers, partners customer or contracts addressed by employee of the Company who was a customer or employee of the Company during the tenure of Employee’s his 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 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During the term of Employment her employment with the CompanyCompany and in the event of the termination of employment with the Company for any reason, and Employee agrees that she will not, for a period of one (1) year following termination of employment for any reason, Employee agrees that he will notsuch termination, 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 which, directly or indirectly, is involved in the business of: of providing (ai) designingtemporary and/or permanent staffing of governmental employees (ii) medical/healthcare and office administration/technical, developing or logistical professionals contracts with the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and manufacturing printed circuit connectors and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; local entities, or (biii) or 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 Periodnot, 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: solicit (ai) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (bii) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (ai) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (bii) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (ciii) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (div) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. 7.1 During In the term event of Employment with the Company, and for a period of one (1) year following voluntary termination of employment for any reasonwith the Company prior to the expiration of the term hereof, or Employee’s discharge in accordance with Article IX, or the expiration of the term hereof without renewal, Employee agrees that he will not, for a period of six (6) months following such termination, 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 or pursuing the business of: “Business”. As used herein, the term “Business” means all activities directly or indirectly related to and/or associated with providing (ai) designingtemporary and/or permanent staffing of governmental employees (ii) medical/healthcare and office administration/technical, developing or logistical professionals contracts with the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) and manufacturing printed circuit connectors other federal, state and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; local entities, and (iii) 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”)Company. 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 7.1the foregoing, during the period of non-competition specified in Section 7.1 (the “Restricted Period”), Employee shall not during the Restricted Periodnot, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with or related to any Competitive the Business, solicit: solicit (ai) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (bii) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-twelve month period ending on the effective date of the termination of employment. In addition, Employee will not during for a period of one year after the Restricted Periodtermination of his employment for any reason, 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 If any court shall hold that the covenants and agreements duration of non-competition or any other restriction contained in Article VI and this Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionunenforceable, it being acknowledged and agreed is our intention that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants same shall not thereby be affected and terminated but shall be given full effect, without regard deemed amended to the invalid portions; and (d) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of delete therefrom such provision or portion adjudicated to be invalid or unenforceable or, in the area covered therebyalternative, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then judicially substituted term may be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantssubstituted therefor.
Appears in 1 contract
Sources: Employment Agreement (Teamstaff Inc)
Restrictive Covenant. 7.1 During A. If the Company terminates Edwa▇▇▇ ▇▇▇loyment without "cause," or Edwa▇▇▇ ▇▇▇minates for "good reason" as defined in Section 7.C of this Agreement, or the Company does not extend an offer for contract renewal for a minimum term of Employment with one year at substantially the Company, same compensation and for a period corporate standing in effect at the completion of one (1) year following termination of employment for any reason, Employee agrees that he will this Agreement; then Edwa▇▇▇ ▇▇▇ll not, directly before the later of sixty (60) months after the Effective Date or indirectlytwenty-four (24) months after the date of termination (the "Noncompete Period"), enter into be employed or become associated with or engage act 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 Periodcapacity, either directly or indirectly, or by or far himself or for any partnership, corporation, trust, or company, "participate" (as defined below) in any business similar to the type of business conducted by the Company at the time of termination of employment in any market area in which the Company or its affiliates conduct business at the time of termination. For purposes of this Agreement, the term "participate" includes, without limitation, any direct or indirect interest in any business, whether as a principalan officer, agentdirector, consultant, employee, independent contractorpartner, employersole proprietor, partner or shareholderstockholder, solicit, hire, attempt to solicit or hireowner, or participate otherwise, other than by ownership of less than one percent (1%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. The term "participate" shall also include participation, planning, or consulting for any startup financial organization. For the purpose of this Agreement market areas covered by the bank shall be the service areas as delineated in the Company's CRA (Community Reinvestment Act) plan at the time of termination.
B. If Edwa▇▇▇ ▇▇▇untarily terminates his employment without "good reason" or the Company terminates Edwa▇▇▇ ▇▇▇ "cause", then Edwa▇▇▇ ▇▇▇ll not, for a period of 12 months that commences on the date of termination (the "noncompete period"), be employed or act in any attempt capacity, either directly or indirectly, or by or for himself or for any partnership, corporation, trust, or company, "participate" (as defined below), in any business similar to solicit or hire, any person who is employed the type of business conducted by the Company or retained as a consultant by at the time of termination of employment in any market area in which the Company (or who was employed or retained by it's affiliates conduct business at the Company within 12 months time 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 termination. For purposes of the Company.
7.3 Employee hereby acknowledges that the covenants and agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter aliathe term "participate" includes, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu ofwithout limitation, any other rights and remedies available to the Company under law direct or indirect interest in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdictionbusiness, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide whether as an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenantsofficer, or any part thereofdirector, is invalid or unenforceableconsultant, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effectemployee, without regard to the invalid portions; and (d) if any court construes any of the Restrictive Covenantspartner, or any part thereofsole proprietor, to be unenforceable because of the duration of such provision or the area covered therebystockholder, such court shall have the power to reduce the duration or area of such provision andowner, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention other than by ownership of less than one percent (1%) of the parties that such determination not bar stock of a publicly held corporation whose stock is traded on a national securities exchange or in on the over the counter market. The term "participate" shall also include participation, planning, or consulting for any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenantsstartup financial organization.
Appears in 1 contract
Sources: Employment Agreement (First Community Financial Group Inc)
Restrictive Covenant. 7.1 During the term of Employment his employment with the Company, and for a period in the event of one (1) year following the termination of employment with the Company for any reason, Employee agrees that he will not, for a period of twelve (12) months following such termination, 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 or pursuing the business of: “Business”. As used herein, the term “Business” means all activities directly or indirectly related to and/or associated with providing (ai) designingtemporary and/or permanent staffing of governmental employees (ii) medical/healthcare and office administration/technical, developing or logistical professionals contracts with the United States General Services Administration (“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and manufacturing printed circuit connectors and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact design; local entities, or (biii) or 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”)Company. 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 7.1the foregoing, during the period of non-competition specified in Section 7.1 (the “Restricted Period”)7.1, Employee shall not during the Restricted Periodnot, directly or indirectly, whether as a principal, agent, employee, independent contractor, employer, partner or shareholder, in connection with or related to any Competitive the Business, solicit: solicit (ai) any actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; employment or (bii) any customers, partners or contracts that were within the Company’s business development pipeline within the twelve-twelve month period ending on the effective date of the termination of employment. In addition, Employee will not during for a period of one year after the Restricted Periodtermination of his employment for any reason, 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 agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement. If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (ai) the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; (bii) the right and remedy to require Employee to account for and pay over to the Company such damages as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (ciii) if any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (div) if any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract