Covenant Not To Compete and Confidentiality. (a) Executive acknowledges Company’s and Parent’s reliance and expectation of Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Company and Parent, Executive agrees to the provisions set forth below.
(i) Executive shall not compete with Company or Parent, as defined in paragraph 10(a)(ii) below, for a period commencing on the Effective Date and ending upon:
(A) if this Agreement terminates on the Contract Term Date having run its full course, the date that is 18 months after the termination date,
(B) if this Agreement is terminated by Company under paragraph 7(a)(ii) or by Executive under paragraph 7(a)(i), the later to occur of (I) the Contract Term Date or (II) the date that is 18 months after the date of termination, or
(C) if Company terminates this Agreement under paragraph 7(a)(i), the date that is 18 months after the termination date.
(ii) The phrase “shall not compete with Company or Parent” means that Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in the manufactured housing finance business or any other business activity of Company or Parent in which Executive has any involvement during the term of this Agreement anywhere within the continental United States or Canada (the “Business”); provided, however, that (A) Executive shall not be prohibited from serving as an employee of, independent contractor of, or consultant to, a company that has a subsidiary or affiliate engaged in the Business, so long as Executive (x) does not serve as an employee, independent contractor or consultant for such subsidiary or affiliate engaged in the Business, and (y) is not otherwise involved in any way in the Business on behalf of such company, (B) Executive shall be permitted to make investments that do not interfere or conflict with the performance of Executive’s duties or directly compete with the Business, and (C) Executive shall be permitted to make passive investments in the stock of any publicly traded business (including a competitive business), so long as the stock investment in any competitive business does not rise above one percent (1%) of the outstanding shares of such business.
(iii) Executive shall not at any time, for so long as...
Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company's reliance on and expectation of the Executive's continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation on the part of the Company, the Executive agrees that:
(i) for a period commencing on the date of this Agreement and ending upon the expiration of eighteen (18) months following the termination of the Executive's employment under this Agreement for any reason, the Executive shall not, either directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in (A) the real estate business (the "Real Estate Business"), including, without limitation, the development, ownership, leasing, sales, management or financing of single family or multi-family housing, condominiums, townhome communities or other form of housing, or (B) any business which is competitive with the business then or at any time during the term of this Agreement conducted or proposed to be conducted by the Company, or any entity owned or controlled by the Company or under common control with the Company (an "Affiliate"), anywhere within the continental United States or Canada; provided, however, that the Executive may invest in any publicly held entity engaged in the Real Estate Business if his investment in such entity does not exceed one percent (1%) in value of the issued and outstanding equity securities of such entity;
(ii) the Executive will not at any time, for so long as any Confidential Information (as defined below) shall remain confidential or otherwise remain wholly or partially protectable, either during the term of this Agreement or thereafter, use or disclose, directly or indirectly, to any person outside of the Company or any Affiliate any Confidential Information;
(iii) promptly upon the termination of this Agreement for any reason, the Executive (or in the event of the Executive's death, his personal representative) shall return to the Company any and all copies (whether prepared by or at the direction of the Company or Executive) of all records, drawings, materials, memoranda and other data constituting or pertaining to Confidential Information;
(iv) for a period commencing on the date of this Agreement and ending upon the expiration of eighteen (18) months from the...
Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company's reliance and expectation of the Executive's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of the Company, the Executive agrees that:
(i) for a period commencing on the date of this Agreement and ending six (6) months after the expiration of the Executive's employment under this Agreement for any reason, the Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, employee, consultant or otherwise) any entity which is engaged in any activity which is materially similar to or which is competitive with the activities then or at any time during the term of this Agreement conducted or actively proposed to be conducted by the Company, or any company owned or controlled by the Company or under common control with the Company ("Affiliate"), anywhere within the Detroit, Michigan and Ann Arbor, Michigan metropolitan area; and
(ii) the Executive executed a separate Confidentiality Agreement upon commencing employment with the Company and hereby incorporates the duties and obligations of the Executive under such Confidentiality Agreement hereto.
(b) The Executive agrees and understands that upon breach of Section 11(a)(i) and 11(a)(ii), any Severance Payment or payment of benefits due to Executive shall terminate immediately.
(c) The Executive agrees and understands that the remedy at law for any breach by him of this Section 11 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of the Executive's violation of any legally enforceable provision of this Section 11, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 11 shall be deemed to limit the Company's remedies at law or in equity for any breach by the Executive of any of the provisions of this Section 11 which may be pursued or availed of by the Company.
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges the Company’s reliance and expectation of Executive’s continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of the Company, Executive agrees to the provisions set forth below.
(i) During the Covenant Period (as defined below), Executive shall not compete with the Company, as such phrase is defined below. The “Covenant Period” shall begin on the Effective Date and end: (A) if the Company terminates this Agreement without Cause or the Executive terminates this Agreement for Good Reason and the Company pays the Severance Payment to the Executive as provided in Section 8(a), the 18-month anniversary of the effective date of the termination of the Executive’s employment by the Company; (B) if the employment of the Executive is terminated by any party for any other reason and the Company elects to extend the Covenant Period by making the Non-Compete Payments, the date through which the Company continues to pay the Executive his Base Salary at the rate in effect as of the termination date in accordance with the regular payroll practices of the Company (such payments, the “Non- Compete Payments”); provided that the Company may not extend the Covenant Period pursuant to this clause (B) beyond the 18-month anniversary of the effective date of the termination of the Executive’s employment.
Covenant Not To Compete and Confidentiality a. Recognizing that Employee will, during the course of Employee's employment with Company or of any corporation or other entity, at least a majority of whose voting securities are owned, directly or indirectly, by the Company (a "Subsidiary"), obtain or acquire knowledge of Confidential Information, which knowledge would, in the event Employee were to become employed by or associated with a competitor of Company, or of any Subsidiary, become available and provide invaluable benefits to such competitor and cause irreparable harm to Company, or any Subsidiary, and in consideration of the severance payments provided herein, Employee will not, within the geographic location provided herein, from the date hereof until twenty-four (24) months following termination of Employee's employment for any reason, directly or indirectly, as a director, officer, employee, or as an owner of any equity proprietary interest in (except for ownership of shares in a publicly traded company not exceeding five percent (5%) of any class of outstanding equity securities), or as a consultant or otherwise, render services to, have any financial interest in, or otherwise participate in the affairs of, any business ("Competitive Business") which is, or is planning or organizing to be, engaged in the manufacture and/or sale of products or the rendering of services competitive with the products manufactured or sold or the services rendered by Company or any Subsidiary. The geographic limitation of the foregoing covenant not to compete shall extend to any state of the United States in which the Company or any Subsidiary sold or actively attempted to sell its products or services within the one (1) year period prior to the termination of Employee's employment with Company. In the event that Employee is employed by a Competitive Business which is engaged in the manufacture or sale of multiple products, this Section 2 shall apply to only those portions of said Competitive Business which are directly or indirectly competitive with Company or any Subsidiary.
b. From the date hereof until twenty-four (24) months following the termination of Employee's employment, Employee will not, on behalf of any Competitive Business, be connected in any way with soliciting or hiring any employees of Company or any Subsidiary who were subject to Employee's general supervision during employment by Company, until such employees have not been employed by Company or any Subsidiary for six (6) months.
c. In additi...
Covenant Not To Compete and Confidentiality. (a) Executive acknowledges that as a key management employee, Executive will be involved on a high level, in the development, implementation and management of the Company's business strategies and plans and that by virtue of Executive's unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, Executive agrees that beginning on the date of termination of Executive's employment with the Company and continuing for a period of twelve (12) months following the date of such termination, Executive will not, directly or indirectly, do, or cause to be done, any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise rendered service to Staples, Office Depot (or any combination of Staples and Office Depot), or any other office products superstore retail chain; provided, however, that the ownership of not more than one percent (1%) of the equity of any publicly-traded business entity will not be deemed a violation of this covenant;
(b) Employ, assist in employing, or otherwise associate in business with any person who was during the immediately preceding twelve (12) months an associate, employee or officer of the Company or any of its Affiliates (as hereinafter defined) in a business that competes with the Company; or
(c) Induce any person who is an associate, employee, officer or agent of the Company or any of its Affiliates to terminate said relationship.
(d) Except to the extent required by law, Executive agrees that from and after the date hereof, he will not disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of the confidential, proprietary or trade secret information (including, but not limited to, customer lists, pricing lists or information, purchasing information, service distribution methods, formulae, marketing research or other trade secrets, but excluding information which (i) is generally available to or known by the public, (ii) is or becomes known on a non-confidential basis from a source other than Executive, or (iii) is or becomes known to Executive without an obligation of confidentiality.
Covenant Not To Compete and Confidentiality a) In order to induce the Corporation to enter into an employment relationship, but if and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, Employee covenants and agrees for a period of three (3) years after termination of Employee's employment, Employee will not directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner or joint venturer, or as an officer, director, stockholder, agent, servant or employee of any firm, person, entity, partnership or corporation, or otherwise, engage or participate in or attempt to engage or participate in any manner in the same, a similar or a directly or indirectly competitive business, to that of Corporation.
b) If and only if this Agreement is terminated by Corporation for cause as specified in paragraph 10(a) or by Employee without cause as specified in paragraph 10(b)(ii) and under no other circumstance, for a period of one (1) year from and after the termination of Employee's employment, the Employee agrees that he shall refrain from soliciting and shall not, directly or indirectly, as sole proprietor, independent contractor, employee, consultant, agent, partner, or joint venturer, or as an officer, director, stockholder, agent or employee of any firm, person, entity, partnership or corporation, or otherwise solicit the employees of the Corporation to leave the service of Corporation.
c) The parties agree that all information concerning the Corporation's product, RETICULOSE, is highly confidential and is the sole and exclusive property of the Corporation. The parties acknowledge that Employee shall have access to confidential information concerning the Corporation and specifically concerning RETICULOSE, including methodology of manufacture of RETICULOSE, among other confidential data and information. Employee expressly agrees to refrain from disclosing to any person or entity, other than at the direction and approval of the Board of Directors, any confidential information regarding RETICULOSE, either directly or indirectly, or seek to exploit RETICULOSE, other than through and with the approval of the Corporation.
(i) It is agreed and understood by and among the parties to this Agreement that the restrictive covenants and agreements set forth in subparagraphs (a), (b) and (c) of this paragraph 12 are each individually essential ele...
Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges Bingxxx'x xxxiance and expectation of the Executive's continued commitment to performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the part of Bingxxx, xxe Executive agrees that:
(i) for a period commencing on the date of this Agreement and ending upon the expiration of the Executive's employment under this Agreement for any reason, the Executive shall not, directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any business which is materially similar to or which is competitive with the business then or at any time during the term of this Agreement conducted or actively proposed to be conducted by Bingxxx, xxe
Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company's reliance on and expectation of the Executive's continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation on the part of the Company, the Executive agrees that:
(i) for a period commencing on the date of this Agreement and ending upon the termination of the Executive's employment under this Agreement for any reason, the Executive shall not, either directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in (A) the real estate business (the "Real Estate Business"), including, without limitation, the development, ownership, leasing, sales, management or financing of single family or multi‑family housing, condominiums, townhome communities or other form of housing, or (B) any business which is competitive with the business then or at any time during the term of this Agreement conducted or proposed to be conducted by the Company, or any entity owned or controlled by the Company or under common control with the Company (an "Affiliate"), anywhere within the continental United States or Canada; provided, however, that, paragraph 12(a)(i)(A) above shall not prevent Executive from making investments in the Real Estate Business so long as he is not employed by, and he does not perform any services for, such Real Estate Business (other than services incidental to the oversight of his investment);
(ii) subject to paragraphs 8(a) and 8(c) of this Agreement, for a period of eighteen (18) months commencing upon the termination for any reason of the Executive's employment under this Agreement, the Executive shall not, either directly or indirectly, engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, associate, employee, consultant, owner or otherwise) any corporation, firm or enterprise which is engaged in any aspect of the manufactured housing and/or recreational vehicle community business or any other business which is competitive with the business then or at any time during the term of this Agreement conducted or proposed to be conducted by the Company or any Affiliate (the “Company Business”), anywhere within the continental United States or Canada; except that the Executive may invest in any pub...
Covenant Not To Compete and Confidentiality. The Employee expressly covenants and agrees that while employed and during the one (1) year immediately following the date of termination, the Employee will not directly or indirectly manage, control, participate in or be associated with any other business engaged or contemplating the business of retail sporting goods within existing trade areas or announced trade areas the Employer is contemplating. The Employee also covenants and agrees to execute a separate and mutually agreed upon Confidentiality Statement at the time of termination, and agrees to be bound to its terms from that day forward.
