Scope of Covenant Sample Clauses
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Scope of Covenant. Executive acknowledges that in the course of employment with the Company, Executive has had access to and gained knowledge of the trade secrets and other Confidential Information of the Company; has had substantial relationships with the Company’s customers; and has performed services of special, unique, and extraordinary value to the Company. Therefore, and in consideration of the severance payments and other benefits described in clauses (b), (c) and (d) of Section 5.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees that notwithstanding any termination or non-renewal of this Agreement, during any period Executive is employed by the Company and for a period of one (1) year after termination of employment, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity, without the prior written consent of the Board:
(a) work for, become employed by, or provide services to (whether as an employee, consultant, independent contractor, officer, director, or board member) any business that sells, markets, or provides any benefits or services within any state in which the Company is doing business at the time Executive ceases to be employed by the Company that are in direct competition with the benefits or services provided by the Company in such state, where Executive’s position or service for such business is competitive with or otherwise similar to any of Executive’s positions or services for the Company;
(b) induce or solicit any employee of the Company to leave the employ of the Company, or recruit or hire any employee or former employee of the Company, unless such former employee has not been employed by the Company for a period in excess of six (6) months; provided, however, that the provisions of this clause (b) shall not apply to any member of Executive’s immediate family;
(c) call upon any provider, customer, or agent of the Company about whom Executive has gained Confidential Information or with whom Executive, by virtue of his/her employment with the Company, has established a relationship or had frequent contact, for the purpose of soliciting or selling benefits or services similar to those benefits or services that the provider, customer, or agent provides to or purchases from the Company; provided however, that the...
Scope of Covenant. Should the duration or range of proscribed activities contained in paragraph (a) above be held unreasonable by any court of competent jurisdiction, then such duration or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Should the duration, geographical area or range or proscribed activities contained in subparagraph (a) above be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Should the duration, geographical area or range or proscribed activities contained in Paragraph 8(a) above be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. The obligations of the Executive under Section 6.1 shall apply to any geographic area in which the Corporation has engaged in business during the Term.
Scope of Covenant. The Executive agrees that during the Term and ----------------- for a period equal to the longer of (i) one (1) year commencing upon the expiration or termination of the Executive's employment hereunder (for any reason whatsoever) or (ii) the period during which the Executive is entitled to receive and is receiving any payment pursuant to Section 5 hereof, the Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature, without the prior written consent of the Company:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company within 100 miles of the principal executive offices or the principal operations of the Company (the "Territory");
(ii) call upon any person who is at that time, or who was at any time within one (1) year prior to that time, an employee of the Company (including the respective subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the respective subsidiaries thereof), provided that the Executive shall be permitted to call upon and hire any member of his immediate family;
(iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company (including the respective subsidiaries thereof) within the Territory; or
(iv) call upon any prospective acquisition candidate, on the Executive's own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the respective subsidiaries thereof) or for which the Company (including the respective subsidiaries thereof) made an acquisition analysis, for the purpose of acquiring such entity; provided, however, that nothing in this Section 7(a) shall be construed to -------- ------- preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company or any of its subs...
Scope of Covenant. Should the duration, geographical area or range of prescribed activities in Section 11(a) of this Agreement be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of prescribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. This restriction shall be binding on the OWNER in relation to the interior and exterior of the structures on, as well as the grounds of, the SUBJECT PROPERTY.
Scope of Covenant. This Covenant shall apply only to the following: (1) Existing Bank customers with whom you actually did business and had personal contact; and
Scope of Covenant. Employee agrees that he shall not, either directly or indirectly, carry on, participate, or engage in, either as employee, employer, principal, agent, consultant, owner, part-owner, co-venturer, officer, director, shareholder, partner, manager, operator, financier, employee, salesman, or in any other individual or representative or participating capacity, any business which develops or markets synthetic blood substitutes or liquid ventilation or glucose biosensor products for a period of two (2) years from the date of separation from SBI in the area of the Continental United States.