Covenants Against Solicitation Clause Samples

Covenants Against Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates; or (ii) solicit for employment or employ any individual who was employed by the Company or any of its affiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Solicitation. In further consideration of the promises and commitments of the Bank as described above, Hucks agrees that, for a period of two years from the Effective Date ▇▇ ▇his Confidentiality Agreement, he will not: a. personally solicit or recruit persons employed on the Effective Date by Conway National Bank, for employment with any other banking insti▇▇▇▇▇▇ doing business in Horry or Georgetown Counties: b. provide names of persons employed on the Effective Date by Conway National Bank to any employee or agent of any other banking ▇▇▇▇▇tution doing business in Horry or Georgetown Counties, with which he may be affiliated or to any recruiters, "headhunters," or other third-parties, for the purpose of soliciting or recruiting such person(s) for employment with any other banking institution doing business in Horry or Georgetown Counties; c. Personally participate in discussions or communications with any person employed on the Effective Date by Conway National Bank, concerning employment with any other banking ▇▇▇▇▇tution doing business in Horry or Georgetown Counties with which he may be affiliated. d. The following are examples of activities that shall not be considered violations of this provision: (1) Communicating with employees of Conway National Bank about matters other than employment with any ba▇▇ ▇▇ banking headhunter. (2) Communicating with a person not employed by Conway National Bank as of the Effective Date of this Agreement conc▇▇▇▇▇▇ employment with any bank. e. The mere employment of a former Conway National Bank employee by a banking institution that also ▇▇▇▇▇▇s Hucks does not constitute a violation of this provision.

Covenants Against Solicitation. (i) Each Seller and each Owner (other than the WCP Owners and each Owner that is not an Employee) agrees that he/she/it shall not, directly or indirectly, alone or in association with others (other than Buyer) in any capacity, whether as an agent, advisor, employee, consultant, sole proprietor, owner, partner, joint venturer, member, manager, investor or otherwise (other than as an owner of five percent (5%) or less of any publicly traded company), for a period of five (5) years following the Closing Date (such period to be extended by the duration of any period of violation of, or any period of litigation to enforce, the covenants herein) influence or attempt to influence any of the employees of Buyer to alter, not renew or terminate their relationship with Buyer or solicit any Employee for employment by or engagement with any Entity other than Buyer and its Affiliates. (ii) Each WCP Owner shall not, and shall cause such WCP Owner’s Affiliates (including its respective Controlled Portfolio Companies; provided that (a) other Portfolio Companies which are not also Controlled Portfolio Companies, (b) publicly owned Portfolio Companies, whether or not also Controlled Portfolio Companies, and (c) Limited Partners, shall not be considered Affiliates) not to, and each Owner that is not an Employee shall not, and shall cause their respective controlled Affiliates not to, directly or indirectly, for a period of one (1) year following the Closing Date: (1) solicit for employment in any business engaged in the operation of alternate-site infusion therapies (x) any of the employees of Buyer set forth on Schedule 8B(ii)(1) or (y) any of the Employees or (2) employ any of the Employees set forth on Schedule 8B(ii)(2); provided, however, that the prohibition of clause (1) of this Section 8B(ii) shall not apply to solicitations made to the public generally, or the use of general media advertisements or recruiting firms that, in each case, are not targeted at such persons.

Covenants Against Solicitation. ▇▇. ▇▇▇▇▇▇ agrees that following termination of his employment by either party for any reason under this Agreement: (a) For a period of 24 months after the Date of Termination, ▇▇. ▇▇▇▇▇▇ will not contact or solicit, whether personally or indirectly through agents or representatives, any employee, consultant or service provider of the Bank, any subsidiary of the Bank, any affiliate of the Bank or any parent corporation of the Bank (the "Bank Group") for the purpose of terminating his or her employment, consulting or service providing relationship with any member of the Bank Group. For purposes of this Section 11(a), employee, consultant or service provider shall include any employee, consultant or service provider who has performed any service or other work for any member of the Bank Group, or entered into a written agreement to so perform any such service or other work, at any time within six months prior to the Date of Termination. (b) For a period of 12 months after the Date of Termination, ▇▇. ▇▇▇▇▇▇ will not contact or solicit, whether personally or indirectly though agents or representatives, any current customer of the Bank Group for the purposes of soliciting, diverting, or taking away or attempting to so solicit, divert or take away from the Bank Group, the banking business of any customer of the Bank Group. (c) ▇▇. ▇▇▇▇▇▇ agrees to provide a copy, or accurate written summary, of any of these restrictive covenants, still then applicable, to any person, firm, company or corporation from whom he seeks employment if that person, firm, company or corporation is a competitor of any member of the Bank Group. (d) ▇▇. ▇▇▇▇▇▇ represents to the Bank that the restrictions on his future business opportunities as provided in this Agreement are fair and protect legitimate business interests of the Bank Group. He further represents that, even considering the restrictive covenants in this Agreement, he expects to be able to earn a good and reasonable living from those activities, areas, and opportunities not restricted by this Agreement. (e) Notwithstanding anything herein contained to the contrary, all terms and conditions of this Section 11 relating to or connected with the performance of any party's duties and obligations subsequent to the Termination Date or the employment relationship under it shall survive any termination of this Agreement or that relationship.

Covenants Against Solicitation. The provisions of Section 9 of the Agreement are incorporated herein by reference as if set forth in this letter agreement.

Covenants Against Solicitation. [PROVISION FOR PENMAN ONLY

Covenants Against Solicitation. As per the requirement of the Company’s customers, Contractor covenants and agrees that during Contractor’s relationship and for a period of twenty-four (24) months after this [Contractor] Agreement terminates for any reason, Contractor will not, except as otherwise authorized by the Company under this Agreement, directly or indirectly, whether as a stockholder, member, partner, director, proprietor, officer, employee, investor, Contractor, independent contractor or otherwise, (A) solicit or provide consulting and/or language services, including but not limited to foreign language interpretation, translation, transcription, ASL interpretation, and/or consulting directly for any of the Company’s customers, and/or or (B) solicit for a relationship or employ any of the Company’s employees or independent contractors. For purposes of this paragraph the term “customers” means all persons to whom the Company has sold any product or service whether or not for compensation and any potential customer of the Company who has been directly solicited by the Company. Exhibit A, Section 8. 13. The District alleges that the Restrictive Covenants in Respondent’s Agreements are so broad that they are per se unreasonable, that they have no procompetitive justification, and that any putative procompetitive justification could be (or is already) achieved through less restrictive means. 14. Respondent denies the District’s allegations in full. Nothing contained in this Assurance is or may be construed to be an admission by Respondent of any violation of law or regulation, any other matter of fact or law, or any lability or wrongdoing. Respondent agrees to enter into this Assurance in order to move forward cooperatively with the District and to resolve the District’s allegations after an investigation that has lasted more than year at significant cost to Respondent.