Covenant Against Unfair Competition. While the Executive is employed by the Company, and for twelve (12) months after Executive’s employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, the Executive will not, either directly or indirectly: (a) be employed by, consult for, engage in any business for, or have any ownership interest in, any inmold label manufacturer, or in any gravure cylinder manufacturer which is using Think System™ technology, or any other person or entity that competes directly or indirectly with the Company, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity if: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), (ii) the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition contained in clause (a) of this Section, other than for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) months, the Company made a written proposal for providing goods or services. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock of any publicly held corporation, shall not constitute a violation hereof.
Appears in 2 contracts
Samples: Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp)
Covenant Against Unfair Competition. While the Executive is employed by the Company, and for twelve (12) months after Executive’s employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, the 7.1 Executive will not, either for as long as he is employed hereunder and for a period of three years following any termination of his employment, for any reason, for his own account or jointly with another, directly or indirectly: , for or on behalf of any individual, partnership, corporation or other legal entity, as principal, agent or otherwise:
(ai) own, control, manage, be employed by, consult forwith, engage or otherwise participate in any business for, or have any ownership interest in, any inmold label manufactureractivity (other than that of the Company) involved within the Trade Area in the retail sales or service of new or used vehicles;
(ii) solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit, any person employed by the Company or its affiliates to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person who has been employed by the Company or entity that competes directly an affiliate thereof at any time during the six (6) month period preceding such hiring; or
(iii) disclose to any third party or indirectly with use any Confidential Information concerning the Company.
7.2 Executive recognizes the importance of the covenant contained in this Section 7 and acknowledges that, based on his past experience and training as an executive of the Company, the projected expansion of the Company's business, and the nature of his services to be provided that under this Agreement, the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity ifrestrictions imposed herein are: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing reasonable as to scope, time and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), area; (ii) necessary for the Executive does not consult directly or indirectly for any Affiliated Entity Competing Businessprotection of the Company's legitimate business interests, including without limitation, the Company's and its affiliates' trade secrets, goodwill, and its relationship with customers and suppliers; and (iii) not unduly restrictive of Executive's rights as an individual. Executive acknowledges and agrees that the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition covenants contained in clause (a) this Section 7 are essential elements of this Section, other than Agreement and that but for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsthese covenants, the Company made a written proposal for providing goods or serviceswould not have entered into this Agreement. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock Such covenants shall be construed as agreements independent of any publicly held corporationother provision of this Agreement. The existence of any claim or cause of action against the Company by the Executive, whether predicated on the Company's breach of this Agreement or otherwise, shall not constitute a violation hereofdefense to the enforcement by the Company of the covenants contained in this Section 7.
7.3 If Executive commits a breach or threatens to commit a breach of any of the provisions of this Section 7, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 7 specifically enforced by any court having equity jurisdiction, through injunctive or other relief (without being required to post any bond or other security), it being acknowledged that any such breach or threatened breach will cause irreparable injury to the Company, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to the Company.
7.4 The provisions of this Section 7 shall survive the expiration and termination of this Agreement, and the termination of Executive's employment hereunder, for any reason.
Appears in 2 contracts
Samples: Employment Agreement (First Team Automotive Corp), Employment Agreement (First Team Automotive Corp)
Covenant Against Unfair Competition. While (a) Except as described in Schedule 2.6, no Shareholder will, for a period of three (3) years following the Executive is employed by the CompanyClosing Date, and for twelve (12) months after Executive’s employment is terminated by the Company for non-renewal under Section 2 his own account or for twenty-four (24) months after such employment ends for any other reasonjointly with another, the Executive will not, either directly or indirectly: , for or on behalf of any individual, partnership, corporation or other legal entity, as principal, agent or otherwise:
(ai) own, control, manage, be employed by, consult for, engage in any business forwith, or have any ownership interest otherwise participate in, any inmold label manufacturera business (other than the Subsidiaries or the Company) involved within the Trade Area in the wholesale distribution of computers, computer products, peripherals, software, and related parts, equipment, and supplies (collectively "PRODUCTS") (the activities described in this clause (i) are hereinafter referred to collectively as the "BUSINESS");
(ii) solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit, any person employed by the Company or any of the Subsidiaries to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person or entity that competes directly or indirectly with who has been employed by the Company, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity if: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing and selling gravure cylinders Company or any other business that competes directly or indirectly with of the Company Subsidiaries at any time during the six (“Affiliated Entity Competing Business”), (ii6) the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, month period preceding such hiring; or
(iii) use or disclose any trade secrets or confidential information concerning the Executive is Business or any segment thereof except for uses consistent with the operation of the Company and the Subsidiaries. Trade secrets and confidential information concerning the Business shall include, but not employed directly be limited to, (1) lists of names and addresses of customers and suppliers of the Company or indirectly by any Affiliated Entity Competing Businessof the Subsidiaries and (2) software and computer programs, market research and data bases, sources of leads and methods of obtaining new business, and (iv) methods of purchasing, marketing, selling, performing and pricing products and services employed by the Executive does not have Company or any direct of the Subsidiaries in the Business or indirect significant ownership interest in any Affiliated Entity Competing Business; or segment thereof.
(b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition contained in clause (a) of this Section, other than for the benefit of the Company. As used in this Agreementherein, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months"TRADE AREA" shall mean Europe, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsAsia, the Company made a written proposal for providing goods or services. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock of any publicly held corporation, shall not constitute a violation hereofMiddle East and South Africa.
Appears in 1 contract
Covenant Against Unfair Competition. While a. Employee agrees that during the Executive is employed by the Company, Employment Term and for a period of twelve (12) months after Executive’s months, following the termination of his employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, reason (the Executive “Restricted Period”) he will not, either for his own account or jointly with another, directly or indirectly: (a) , for or on behalf of any individual, partnership, corporation, or other legal entity, as principal, agent or otherwise:
i. Own, control, manage, be employed by, consult for, engage in any business forwith, or have any ownership interest otherwise participate in, a business (other than that of the Company) or any inmold label manufacturerother activity which is competitive with the products or activities which are or have been performed by the Company at the time of Employee´s separation from employment or have been performed by the Company or its subsidiaries or Affiliates (as defined below) during the twelve (12) month period preceding the termination of Employee’s employment (the “Prior Period”);
ii. Solicit (directly or indirectly) the patronage of any Customer;
iii. Interfere, or seek to interfere, with the continuance of the products / services offered by the Company or any of its subsidiaries or Affiliates (or the terms relating to such supplies) from any suppliers who supplied goods or services to the Company and/or any of its subsidiaries or Affiliates during the Prior Period; or
iv. Solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit or induce, any person employed by the Company or any of its subsidiaries or Affiliates to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person who has been employed by the Company or entity that competes directly any of its subsidiaries or indirectly with Affiliates at any time during the one (1) year period preceding such hiring.
b. Employee recognizes the importance of the covenant contained in this Section 11 and acknowledges that, based on his past experience and training and the projected expansion of the Company’s business, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity ifrestrictions imposed herein are: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing reasonable as to scope, time and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), area; (ii) necessary for the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any protection of the Company’s legitimate business interests, including without limitation, the Company’s trade secrets, goodwill, and its relationship with customers or prospects for and suppliers; and (iii) not unduly restrictive of any of Employee’s rights as an individual. Employee acknowledges and agrees that the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition covenants contained in clause (a) this Section 11 are essential elements of this Section, other than Agreement and that but for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsthese covenants, the Company made a written proposal for providing goods or serviceswould not have entered into this Agreement. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock Such covenants shall be construed as agreements independent of any publicly held corporationother provision of this Agreement. The existence of any claim or cause of action against the Company by Employee, whether predicted on the breach of this Agreement or otherwise, shall not constitute a violation hereofdefense to the enforcement by the Company of the covenants contained in this Section 11. At any time prior to or within one (1) month after termination of Employee’s employment with the Company, the Company may confirm the restrictions contained in this section, in particular those related to the restriction on competing with the Company’s activities after employment. If the Company does not provide such confirmation, the provision / restriction will not be effective. If the Company provides such confirmation, the parties will determine the amount of compensation that will be provided to Employee in exchange for such restriction during the Restricted Period, which will not be more than forty percent (40%) of Employee’s Salary as in effect immediately prior to the termination of Employee’s employment.
c. If Employee commits a breach or threatens to commit a breach of any of the provisions of this Section 11, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 11 specifically enforced by any court having equity jurisdiction, through injunctive or other relief (without any bond or security being required to be posted), it being acknowledged that any such breach or threatened breach will cause irreparable injury to the Company, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to the Company.
d. If any covenant contained in this Section 11, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable. If Employee breaches the covenants set forth in this Section 11, the running of the non-compete period described herein (but not his obligation) shall be tolled for so long as such breach continues.
e. The provisions of this Section 11 shall survive the expiration and termination of this Agreement, and the termination of Employee’s employment hereunder for any reason. If after termination of this Agreement, or the Employment Term, the Employee continues to provide services to the Company or any of its subsidiaries and Affiliates as an employee, consultant or in any other capacity, whether on a full or part-time basis, then notwithstanding anything to the contrary set forth herein, the Restricted Period shall not commence to run until the last day Employee provides services to the Company, even though this Agreement or the Employment Term may have terminated at an earlier date.
Appears in 1 contract
Samples: Employment Agreement (Establishment Labs Holdings Inc.)
Covenant Against Unfair Competition. While a. Employee agrees that during the Executive is employed by the Company, Employment Term and for a period of twelve (12) months after Executive’s months, following the termination of his employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, reason (the Executive “Restricted Period”) he will not, either for his own account or jointly with another, directly or indirectly: (a) , for or on behalf of any individual, partnership, corporation, or other legal entity, as principal, agent or otherwise:
i. Own, control, manage, be employed by, consult for, engage in any business forwith, or have any ownership interest otherwise participate in, a business (other than that of the Company) or any inmold label manufacturerother activity which is competitive with the products or activities which are or have been performed by the Company at the time of Employee´s separation from employment or have been performed by the Company or its subsidiaries or Affiliates (as defined below) during the twelve (12) month period preceding the termination of Employee’s employment (the “Prior Period”);
ii. Solicit (directly or indirectly) the patronage of any Customer;
iii. Interfere, or seek to interfere, with the continuance of the products / services offered by the Company or any of its subsidiaries or Affiliates (or the terms relating to such supplies) from any suppliers who supplied goods or services to the Company and/or any of its subsidiaries or Affiliates during the Prior Period; or
iv. Solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit or induce, any person employed by the Company or any of its subsidiaries or Affiliates to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person who has been employed by the Company or entity that competes directly any of its subsidiaries or indirectly with Affiliates at any time during the one (1) year period preceding such hiring.
b. Employee recognizes the importance of the covenant contained in this Section 10 and acknowledges that, based on his past experience and training the projected expansion of the Company’s business, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity ifrestrictions imposed herein are: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing reasonable as to scope, time and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), area; (ii) necessary for the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any protection of the Company’s legitimate business interests, including without limitation, the Company’s trade secrets, goodwill, and its relationship with customers or prospects for and suppliers; and (iii) not unduly restrictive of any of Employee’s rights as an individual. Employee acknowledges and agrees that the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition covenants contained in clause (a) this Section 10 are essential elements of this Section, other than Agreement and that but for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsthese covenants, the Company made a written proposal for providing goods or serviceswould not have entered into this Agreement. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock Such covenants shall be construed as agreements independent of any publicly held corporationother provision of this Agreement. The existence of any claim or cause of action against the Company by Employee, whether predicted on the breach of this Agreement or otherwise, shall not constitute a violation hereofdefense to the enforcement by the Company of the covenants contained in this Section 10. At any time prior to or within one (1) month after termination of Employee’s employment with the Company, the Company may confirm the restrictions contained in this section, in particular those related to the restriction on competing with the Company’s activities after employment. If the Company does not provide such confirmation, the provision / restriction will not be effective. If the Company provides such confirmation, the parties will determine the amount of compensation that will be provided to Employee in exchange for such restriction during the Restricted Period, which will not be more than forty percent (40%) of Employee’s Salary as in effect immediately prior to the termination of Employee’s employment.
c. If Employee commits a breach or threatens to commit a breach of any of the provisions of this Section 10, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 10 specifically enforced by any court having equity jurisdiction, through injunctive or other relief (without any bond or security being required to be posted), it being acknowledged that any such breach or threatened breach will cause irreparable injury to the Company, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to the Company.
d. If any covenant contained in this Section 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable. If Employee breaches the covenants set forth in this Section 10, the running of the non-compete period described herein (but not his obligation) shall be tolled for so long as such breach continues.
e. The provisions of this Section 10 shall survive the expiration and termination of this Agreement, and the termination of Employee’s employment hereunder for any reason. If after termination of this Agreement, or the Employment Term, the Employee continues to provide services to the Company or any of its subsidiaries and Affiliates as an employee, consultant or in any other capacity, whether on a full or part-time basis, then notwithstanding anything to the contrary set forth herein, the Restricted Period shall not commence to run until the last day Employee provides services to the Company, even though this Agreement or the Employment Term may have terminated at an earlier date.
Appears in 1 contract
Samples: Employment Agreement (Establishment Labs Holdings Inc.)
Covenant Against Unfair Competition. While (a) Except for services to be provided to Parent or the Executive is Company pursuant to written contracts and in consideration for the payment of $25,000 to each Shareholder (which amount comprises a portion of the Merger Consideration), no Shareholder will, for a period of two (2) years following the Closing Date, for his own account or jointly with another, directly or indirectly, for or on behalf of any individual, partnership, corporation or other legal entity, as principal, agent or otherwise:
(i) own, control, manage, be employed by, consult with, or otherwise participate in, a business involved within the Trade Area (as hereinafter defined) in (1) the wholesale distribution of computers, computer products, peripherals and related parts, components and equipment (collectively, the "Products") or (2) any other business conducted by the Company during the year preceding the Closing Date (the activities described in this clause (i) are hereinafter referred to collectively as the "Business");
(ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by the Company, the Parent or any subsidiary of the Parent to leave such employment, whether or not such employment is pursuant to a written contract and for whether or not such employment is at will, or hire any person who has been employed by the Company, the Parent or any subsidiary of the Parent at any time during the six (6) month period preceding such hiring by the Company, the Parent or any subsidiary of the Parent (as applicable); or
(iii) use or disclose any trade secrets or confidential information concerning the Business or any segment thereof. Trade secrets and confidential information concerning the Business shall include, but not be limited to, (1) lists of names and addresses of customers and suppliers of the Company; and (2) software and computer programs, market research and data bases, sources of leads and methods of obtaining new business, and methods of purchasing, marketing, selling, performing and pricing products and services employed by the Company in the Business or any segment thereof.
(b) As used herein, the term "Trade Area" shall mean the United States and any other geographic area in which the Company conducted any significant business activities within the twelve (12) months after Executive’s employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, the Executive will not, either directly or indirectly: (a) be employed by, consult for, engage in any business for, or have any ownership interest in, any inmold label manufacturer, or in any gravure cylinder manufacturer which is using Think System™ technology, or any other person or entity that competes directly or indirectly with the Company, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity if: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), (ii) the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition contained in clause (a) of this Section, other than for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) month period immediately prior to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) months, the Company made a written proposal for providing goods or services. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock of any publicly held corporation, shall not constitute a violation hereofClosing.
Appears in 1 contract
Covenant Against Unfair Competition. While a. Employee agrees that during the Executive is employed by the Company, Employment Term and for a period of twelve (12) months after Executive’s months, following the termination of his employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, reason (the Executive “Restricted Period”) he will not, either for his own account or jointly with another, directly or indirectly: (a) , for or on behalf of any individual, partnership, corporation, or other legal entity, as principal, agent or otherwise:
i. Own, control, manage, be employed by, consult for, engage in any business forwith, or have any ownership interest otherwise participate in, a business (other than that of the Company) or any inmold label manufacturerother activity which is competitive with the products or activities which are or have been performed by the Company at the time of Employee´s separation from employment or have been performed by the Company or its subsidiaries or Affiliates (as defined below) during the twelve (12) month period preceding the termination of Employee’s employment (the “Prior Period”);
ii. Solicit (directly or indirectly) the patronage of any Customer;
iii. Interfere, or seek to interfere, with the continuance of the products / services offered by the Company or any of its subsidiaries or Affiliates (or the terms relating to such supplies) from any suppliers who supplied goods or services to the Company and/or any of its subsidiaries or Affiliates during the Prior Period; or
iv. Solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit or induce, any person employed by the Company or any of its subsidiaries or Affiliates to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person who has been employed by the Company or entity that competes directly any of its subsidiaries or indirectly with Affiliates at any time during the one (1) year period preceding such hiring.
b. Employee recognizes the importance of the covenant contained in this Section 10 and acknowledges that, based on his past experience and training the projected expansion of the Company’s business, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity ifrestrictions imposed herein are: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing reasonable as to scope, time and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), area; (ii) necessary for the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any protection of the Company’s legitimate business interests, including without limitation, the Company’s trade secrets, goodwill, and its relationship with customers or prospects for and suppliers; and (iii) not unduly restrictive of any of Employee’s rights as an individual. Employee acknowledges and agrees that the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition covenants contained in clause (a) this Section 10 are essential elements of this Section, other than Agreement and that but for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsthese covenants, the Company made a written proposal for providing goods or serviceswould not have entered into this Agreement. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock Such covenants shall be construed as agreements independent of any publicly held corporationother provision of this Agreement. The existence of any claim or cause of action against the Company by Employee, whether predicted on the breach of this Agreement or otherwise, shall not constitute a violation hereofdefense to the enforcement by the Company of the covenants contained in this Section 10.
c. At any time prior to or within one (1) month after termination of Employee’s employment with the Company, the Company may confirm the restrictions contained in this section, in particular those related to the restriction on competing with the Company’s activities after employment. If the Company does not provide such confirmation, the provision / restriction will not be effective. If the Company provides such confirmation, the parties will determine the amount of compensation that will be provided to Employee in exchange for such restriction during the Restricted Period, which will not be more than forty percent (40%) of Employee’s Salary as in effect immediately prior to the termination of Employee’s employment.
d. If Employee commits a breach or threatens to commit a breach of any of the provisions of this Section 10, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 10 specifically enforced by any court having equity jurisdiction, through injunctive or other relief (without any bond or security being required to be posted), it being acknowledged that any such breach or threatened breach will cause irreparable injury to the Company, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to the Company.
e. If any covenant contained in this Section 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable. If Employee breaches the covenants set forth in this Section 10, the running of the non-compete period described herein (but not his obligation) shall be tolled for so long as such breach continues.
f. The provisions of this Section 10 shall survive the expiration and termination of this Agreement, and the termination of Employee’s employment hereunder for any reason. If after termination of this Agreement, or the Employment Term, the Employee continues to provide services to the Company or any of its subsidiaries and Affiliates as an employee, consultant or in any other capacity, whether on a full or part-time basis, then notwithstanding anything to the contrary set forth herein, the Restricted Period shall not commence to run until the last day Employee provides services to the Company, even though this Agreement or the Employment Term may have terminated at an earlier date.
Appears in 1 contract
Samples: Employment Agreement (Establishment Labs Holdings Inc.)
Covenant Against Unfair Competition. While a. Employee agrees that during the Executive is employed by the Company, Employment Term and for a period of twelve (12) months after Executive’s months, following the termination of his employment is terminated by the Company for non-renewal under Section 2 or for twenty-four (24) months after such employment ends for any other reason, reason (the Executive “Restricted Period”) he will not, either for his own account or jointly with another, directly or indirectly: (a) , for or on behalf of any individual, partnership, corporation, or other legal entity, as principal, agent or otherwise:
i. Own, control, manage, be employed by, consult for, engage in any business forwith, or have any ownership interest otherwise participate in, a business (other than that of the Company) or any inmold label manufacturerother activity which is competitive with the products or activities which are or have been performed by the Company at the time of Employee´s separation from employment or have been performed by the Company or its subsidiaries or Affiliates (as defined below) during the twelve (12) month period preceding the termination of Employee’s employment (the “Prior Period”);
ii. Solicit (directly or indirectly) the patronage of any Customer;
iii. Interfere, or seek to interfere, with the continuance of the products / services offered by the Company or any of its subsidiaries or Affiliates (or the terms relating to such supplies) from any suppliers who supplied goods or services to the Company and/or any of its subsidiaries or Affiliates during the Prior Period; or
iv. Solicit or induce, or in any gravure cylinder manufacturer which manner attempt to solicit or induce, any person employed by the Company or any of its subsidiaries or Affiliates to leave such employment, whether or not such employment is using Think System™ technologypursuant to a written contract and whether or not such employment is at will, or hire any other person who has been employed by the Company or entity that competes directly any of its subsidiaries or indirectly with Affiliates at any time during the one (1) year period preceding such hiring.
b. Employee recognizes the importance of the covenant contained in this Section 10 and acknowledges that, based on his past experience and training and the projected expansion of the Company’s business, provided that the Executive may be employed by, consult for, engage in any business for, or have any ownership interest in any division, subsidiary or affiliate of such a manufacturer, person or entity ifrestrictions imposed herein are: (i) the Executive does not have direct or indirect responsibility for any label printing or manufacturing reasonable as to scope, time and selling gravure cylinders or any other business that competes directly or indirectly with the Company (“Affiliated Entity Competing Business”), area; (ii) necessary for the Executive does not consult directly or indirectly for any Affiliated Entity Competing Business, (iii) the Executive is not employed directly or indirectly by any Affiliated Entity Competing Business, and (iv) the Executive does not have any direct or indirect significant ownership interest in any Affiliated Entity Competing Business; or (b) call on, solicit or communicate with any protection of the Company’s legitimate business interests, including without limitation, the Company’s trade secrets, goodwill, and its relationship with customers or prospects for and suppliers; and (iii) not unduly restrictive of any of Employee’s rights as an individual. Employee acknowledges and agrees that the purpose of obtaining such inmold label or gravure cylinder business or other business in violation of the restrictions on competition covenants contained in clause (a) this Section 10 are essential elements of this Section, other than Agreement and that but for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) monthsthese covenants, the Company made a written proposal for providing goods or serviceswould not have entered into this Agreement. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock Such covenants shall be construed as agreements independent of any publicly held corporationother provision of this Agreement. The existence of any claim or cause of action against the Company by Employee, whether predicted on the breach of this Agreement or otherwise, shall not constitute a violation hereofdefense to the enforcement by the Company of the covenants contained in this Section 10. At any time prior to or within one (1) month after termination of Employee’s employment with the Company, the Company may confirm the restrictions contained in this section, in particular those related to the restriction on competing with the Company’s activities after employment. If the Company does not provide such confirmation, the provision / restriction will not be effective. If the Company provides such confirmation, the parties will determine the amount of compensation that will be provided to Employee in exchange for such restriction during the Restricted Period, which will not be more than forty percent (40%) of Employee’s Salary as in effect immediately prior to the termination of Employee’s employment.
c. If Employee commits a breach or threatens to commit a breach of any of the provisions of this Section 10, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 10 specifically enforced by any court having equity jurisdiction, through injunctive or other relief (without any bond or security being required to be posted), it being acknowledged that any such breach or threatened breach will cause irreparable injury to the Company, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to the Company.
d. If any covenant contained in this Section 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable. If Employee breaches the covenants set forth in this Section 10, the running of the non-compete period described herein (but not his obligation) shall be tolled for so long as such breach continues.
e. The provisions of this Section 10 shall survive the expiration and termination of this Agreement, and the termination of Employee’s employment hereunder for any reason. If after termination of this Agreement, or the Employment Term, the Employee continues to provide services to the Company or any of its subsidiaries and Affiliates as an employee, consultant or in any other capacity, whether on a full or part-time basis, then notwithstanding anything to the contrary set forth herein, the Restricted Period shall not commence to run until the last day Employee provides services to the Company, even though this Agreement or the Employment Term may have terminated at an earlier date.
Appears in 1 contract
Samples: Employment Agreement (Establishment Labs Holdings Inc.)
