Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he will not, directly or indirectly:
(i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment);
(ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or
(iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company.
(b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.
Covenant Not To Solicit or Compete. Employee hereby agrees, covenants and warrants, subject to the next succeeding sentences of this paragraph, that during the Original Term and any renewal term(s) of this Agreement and (x) for the two-year period following the end of such Original Term or renewal term in the event of the expiration of such Original Term or renewal term or Employee's termination of employment under Paragraph 6.B or 6.C or (y) for the one-year period following the termination of Employee's employment in the event of termination of employment under Paragraph 6.A or 6.D, Employee will not, within the State of Texas, directly or indirectly:
(i) compete with the Company in any business in which the Company is actively engaged at the termination of Employee's employment;
(ii) solicit, contract, contact or consult with any of the Company's then existing or actively prospective customers or clients for the purpose of providing, either directly or indirectly, goods or services in competition with the Company;
(iii) take any action which would tend to divert from the Company any Entity which was a client or customer of the Company at the time of Employee's termination or any Entity with respect to which the Company was actively seeking to establish a client relationship at the time of Employee's termination; or
(iv) solicit for employment or employ as an employee, independent contractor or consultant any person who is a party to an employment, independent contractor or consulting agreement with the Company or was an employee, independent contractor or consultant of the Company on the date of Employee's termination to perform or provide (or aid in the providing or performing) on behalf of any Entity any service which is the same as or similar to any service performed or provided by such person in the scope of such person's employment, independent contractor or consulting arrangements with the Company. As sole consideration for Employee's agreement not to compete for the period specified above following the termination of his employment, the Company shall pay, and hereby agrees to pay, Employee $1,000 per month in advance for each month in such period. Notwithstanding the preceding sentences, Employee may elect by written notice to the Company after termination of this Agreement by the Company other than for good cause and prior to any breach of Xxxxxxxxx 0, Xxxxxxxxx 8 or any other provisions hereof by Employee, to cease to be subject to this Paragraph 8. Upon the giving of such notice...
Covenant Not To Solicit or Compete. (a) During the Employment Term and for a period of three (3) years thereafter (whether Executive's employment shall have ended by reason of the expiration of this Agreement or otherwise, and which period is hereinafter referred to as the "Restricted Period"), Executive agrees with the Company that he will not in any way, directly or indirectly, take away or interfere or attempt to interfere with any employee (or person who was an employee during the six (6) month period preceding the date of attempted hiring or recruitment) of the Company or its affiliates, or induce or attempt to induce any of them to leave the employ of the Company or its affiliates, or violate the terms of their contracts, or any employment arrangements, with the Company or its affiliates. The parties agree and intend that the covenants contained in this Paragraph 11(a) shall be construed as a series of separate covenants, one for each applicable region, county, city, state or country. Except for geographic coverage, each such separate covenant shall be deemed identical in terms.
(b) Executive acknowledges that the operation and conduct of the business of the Company is special and unique and involves the use of trade secrets and confidential information and that during the period of his employment hereunder, Executive will acquire special knowledge and/or skill that he could effectively utilize in competition with the Company and its affiliates. Executive further acknowledges that the provisions of Paragraphs 9, 10 and 11 hereof are essential to the goodwill and profitability of the Company and its affiliates, and have provided substantial inducement to the Company's agreement to execute and consummate this Agreement, and that the application or operation thereof shall not involve a substantial hardship upon his future business or livelihood. Executive agrees that remedies at law for any breach by him of the covenants contained in Paragraphs 9, 10 and 11 hereof will be inadequate, and that in the event of a violation of the covenants therein, in addition to any and all legal and equitable remedies which may be available to the Company and its affiliates, the said covenants may be enforced by an injunction in a suit in equity, without the necessity of proving actual damage, and that a temporary injunction may be granted immediately upon the commencement of any such suit and without notice. Should any court determine that any of the separate covenants of this Paragraph 11 shall be unenfo...
Covenant Not To Solicit or Compete. 8.1 In further consideration of the Company's promises herein, which the Executive acknowledges to be adequate and sufficient, Executive agrees that, during the Executive's employment by the Company and for a period of 1 year after the expiration of the term of this Agreement as set forth in Section 1.2 above or the termination of the Executive's employment with the Company (regardless of whether such employment is pursuant to this Agreement), whichever is later, he will not directly or indirectly, in any manner or for any reason, either as a principal disclosed or undisclosed, or on behalf of or in conjunction with any other entity, whether as owner, shareholder, agent, employee, partner, officer, director, or in any other capacity (a) engage in any activity or business anywhere in the United States which is competitive with the business of the Company Group (as that term is defined herein); (b) request or induce any of the Company Group's customers to curtail or cancel their business with the Company Group; (c) solicit business from any person, company or organization that is a customer of the Company Group or was such a customer within one year of the termination of Executive's employment; (d) solicit or entice or endeavor to solicit or entice any employee of the Company Group to terminate his or her employment with the Company Group or (e) employ directly or indirectly any person who was an employee of the Company at the date of termination of Executive's employment or within one month of prior to such date. For purposes hereof, "Company Group" shall mean, collectively, the Company and its successors, subsidiaries, affiliates and parent entities operating from time to time in the same lines of business of the Company.
Covenant Not To Solicit or Compete. In consideration of the foregoing and the mutual promises, covenants, and agreements contained herein, from the date of this Agreement until one (1) year following Employee’s termination of employment with the Company for any reason, Employee will not, either directly or indirectly, alone or as partner, officer, director, shareholder, agent, employee, affiliate, subsidiary, parent company, agent or assign of another firm or entity:
a. interfere, or engage in competition with, the business of the Company (whether by way of interfering with the Company’s relationship with employees, customers, agents, representatives, manufacturers, distributors, or vendors);
b. hire, employ, retain as an independent contractor, induce or attempt to induce by soliciting or assisting anyone else in the solicitation of, any of the Company’s employees, former employees within one year of such former employee’s leaving the employment of the Company, or contractors of the Company to leave their employment or terminate their contract with the Company;
c. engage in competition with the Company by soliciting or working with clients or customers of the Company or former clients of the Company with whom the Company conducted business during the term of Employee’s employment with respect to the same type of work performed by Employee for the Company; or
d. engage in competition with the Company by owning, investing in, contracting with, managing or otherwise operating or working with a business similar to that of the Company’s business within the United States.
Covenant Not To Solicit or Compete. Executive recognizes that the scope of the Company's business is international and is not limited to any single state or region. Executive covenants and agrees that from the date hereof and for a period of one (l) year after termination of this Agreement, he will not: (a) engage in any business in the United States whether as officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless at the time of such termination or thereafter during the non-competition period the Company ceases to be engaged in such activity, provided, however, that nothing in the Paragraph 7(a) shall be construed to prohibit Executive from owning an interest of not more than five percent (5%) of any public company engaged in such activities; or (b) solicit any present customer (i.e., any customer to whom the Company sold products or services during the twelve (12) for the sale of any product or service then being sold or service then being offered by the Company months prior to such termination) or any customer to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during such twelve (12) month period. 8.
Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one year following the date on which Executive’s employment is terminated, Executive will not, directly or indirectly:
(i) persuade or attempt to persuade any person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 10 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employment; or
(ii) solicit for himself or any other person other than the Company the business of any person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment or consulting relationship; provided, that this Section 10(a)(ii) shall not apply to businesses which are not engaged in any business in which the Company was engaged or planned to be engaged during the Term; or
(iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement.
(b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will direct senior management with knowledge of this agreement not make any disparaging statements concerning Executive. This prohibition on disparagement applies to statements made privately and publicly, and whether by electronic, written or oral means, in person, by phone, by voicemail, by text message, by email and by any other electronic means, including on the internet via a blog post or ...
Covenant Not To Solicit or Compete. Mx. Xxxxxxx hereby agrees, covenants and warrants subject to the terms and conditions of this Section 8 that during the Original Term and any renewal term of this Agreement and —
Covenant Not To Solicit or Compete. (a) I agree that during the course of my employment or engagement and for a period of twelve (12) full calendar months immediately following the termination of my relationship (the “Restricted Period”) with the Company, I shall not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity, without the prior written consent of the Company: (i) solicit, induce or attempt to induce any Client or Potential Client, to terminate, diminish, or materially alter in a manner harmful to the Company its relationship with the Company, (ii) solicit or assist in the solicitation of any Client or Potential Client to induce or attempt to induce such Client or Potential Client to purchase or contract for any Conflicting Services (as defined below), (iii) hold an ownership interest of more than 2% of equity securities in any Competitive Organization (as defined below) that provides Conflicting Services, or (iv) solicit, perform, or provide, or attempt to perform or provide Conflicting Services, or assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services.
(b) For purposes of this Agreement, “Client or Potential Client” is defined any person or entity who or which, at any time during the one (1) year period prior to my contact with such person or entity as described in Sections 10(a)(i)-(ii) above if such contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one (1) year period prior to the date my employment with the Company ends: (i) contracted for, was billed for, or received from the Company any product, service or process with which I worked directly or indirectly during my employment by the Company or about which I acquired Confidential Information; (ii) was in contact with me or in contact with any other employee, owner, or agent of the Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with the Company or about which I acquired Confidential Information; or (iii) was solicited by the Company in an effort in which I was involved or of which I was aware.
Covenant Not To Solicit or Compete. The following shall be inserted to the end of Section 7(a): "Company shall consent to and allow Executive to perform any activities, even if such activities violate this Section 7, so long as such activities do not impair Executive's ability to perform his duties under this Agreement and do not violate Executive's fiduciary duties to the Company under this Agreement."
