Covenants Against Unfair Competition Clause Samples
A Covenants Against Unfair Competition clause is designed to prevent parties, typically employees or business partners, from engaging in business practices that would unfairly compete with the other party during or after the term of their relationship. This clause may restrict activities such as soliciting clients, using confidential information, or starting a competing business within a certain geographic area and time frame. Its core function is to protect the legitimate business interests of a party by reducing the risk of unfair competitive practices that could harm their market position or proprietary information.
Covenants Against Unfair Competition. The Executive acknowledges, that, as of the date hereof: (i) the principal business of Company and its affiliates is the provision of diagnostic imaging, treatment and related management services through a network of mobile magnetic resonance imaging ("MRI") and positron emission tomography ("PET") facilities, fixed-site MRI and PET facilities and multi-modality centers, at times, together with other healthcare providers, utilizing the related equipment and computer programs and "software" and various corporate investment structures (the "Company Business"); (ii) the Company Business is national and international in scope; and (iii) the Executive's duties hereunder will bring her into close contact with much confidential information not readily available to the public, including without limitation, corporate, business and financial plans, marketing strategy, the result of the Company's efforts in the areas of product research, development and improvement, plans for future development and other matters. The Executive agrees that her obligations under this Section 5.01 shall be absolute and unconditional. In order, therefore, to induce the Company to enter into this Agreement, the Executive covenants as follows:
Covenants Against Unfair Competition. 8.5.1. Seller recognizes that it has been instrumental in the success of the Business and in establishing and maintaining its respective customer and supplier relationships for the Business as well as having had access to, acquiring and assisting in developing Confidential Information of and relating to the Business, all of which are critical to the Business. Seller further acknowledges and agrees that such information is and will continue to be of significant value to Buyer and that any use other than by Buyer after the Closing could cause substantial loss to Buyer and thereby to the investment Buyer is making in the Purchased Assets and the Business.
8.5.2. Seller accordingly agrees that, without the express prior written consent of Buyer, for a period of five (5) years after the Closing Date in the case of Section 8.5.2.1 and for a period of two (2) years after the Closing Date in the case of Sections 8.5.2.2 and 8.5.2.3 (the “Restrictive Period”):
8.5.2.1. Seller will not and will cause its respective directors, officers, employees and Affiliates not to directly or indirectly (including through their respective Affiliates or Representatives) engage in or conduct any business which directly or indirectly competes or interferes with the Business as the Business is conducted as of and after the Closing Date during the Restrictive Period throughout the territory of North America; provided that Seller may, in cooperation with Buyer, at Buyer’s request, participate in the Walmart laundry line review, currently scheduled for January 2022, with any reasonable out-of-pocket expenses incurred by Seller in connection therewith to be promptly reimbursed by Buyer.
8.5.2.2. Seller will not and will cause its respective directors, officers, employees and Affiliates not to directly or indirectly (including through their respective Affiliates or Representatives) (a) interfere with, solicit, or accept for itself or for any Person, other than Buyer or its Affiliates, any of the Former Customers and Existing Customers of the Business as the Business is conducted as of and after the Closing Date, other than with respect to Seller’s business in the ordinary course that does not include the Business and does not conflict with or compete with the Business, and (b) induce, solicit or otherwise encourage any such past or present customer of the Business to purchase products that are the same or substantially similar to the products of the Business as the Business is conducted a...
Covenants Against Unfair Competition. Executive recognizes and agrees that in order to assure that Executive devotes all of Executive’s professional time and energy to the operations of the Company while employed by the Company, and that during and after such employment in order to adequately protect the Company’s investment in its Protected Information and to protect the Protected Information and all other confidential information from disclosures to competitors and to protect the Company from unfair competition, separate covenants not to compete, not to solicit, not to recruit the Company’s employees, and not to disclose Protected Information for the duration and scope set forth below, are necessary and desirable. Executive understands and agrees that the restrictions imposed in these covenants represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment.
Covenants Against Unfair Competition. 7.8.1. Each of Seller and SLG recognize that it has been instrumental in the success of the Business and in establishing and maintaining its respective customer and supplier relationships for the Business as well as having had access to, acquiring and assisting in developing Confidential Information of and relating to the Business, all of which are critical to the Business. Each of Seller and SLG further acknowledges and agrees that such information is and will continue to be of significant value to Buyer and that any use other than by B▇▇▇▇ after the Closing could cause substantial loss to Buyer and thereby to the investment Buyer is making in the Purchased Assets and the Business.
7.8.2. Each of Seller and SLG accordingly agrees that, without the express prior written consent of B▇▇▇▇, for a period of five (5) years after the Closing Date in the case of Section 7.8.2.1 and for a period of two (2) years after the Closing Date in the case of Sections 7.8.2.2 and 7.8.2.3 (the “Restrictive Period”):
7.8.2.1. Neither Seller nor SLG will, and each will cause its respective directors, officers, employees and Affiliates not to, directly or indirectly (including through their respective Affiliates or Representatives) engage in or conduct any business in the Industry Segment which directly or indirectly competes or interferes with the Business as the Business is conducted as of and after the Closing Date during the Restrictive Period throughout the United States of America; provided that the employees and directors of Seller may become employees, consultants, or directors of other companies in the same or similar industry.
7.8.2.2. Neither Seller nor SLG will, and each will cause its respective directors, officers, employees and Affiliates not to, directly or indirectly (including through their respective Affiliates or Representatives): (a) interfere with, solicit, or accept for itself or for any Person, other than Buyer or its Affiliates, any of the former or existing customers of the Business as the Business is conducted as of and after the Closing Date, other than with respect to Seller’s or SLG’s business in the ordinary course that does not include the Business and does not conflict with or compete with the Business; (b) induce, solicit or otherwise encourage any such past or present customer of the Business to purchase products that are the same or substantially similar to the products of the Business as the Business is conducted as of and after the Closing ...
Covenants Against Unfair Competition. 4.1 Executive agrees that during the Employment Term and for a period of one (1) year following the termination of his employment for any reason (the “Restricted Period”) he will not, 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:
(a) own, control, manage, be employed by, consult with, or otherwise participate in, a business (other than that of the Company) involved within the Trade Area (as hereinafter defined) with any of the following activities (the “Businesses”): (1) the storage, handling, delivery, marketing, sale, distribution or brokerage of aviation fuel, marine fuel or lubricants, aviation flight services, or marine fuel services, including price risk management, or (2) any other service or activity which is competitive with the services or activities which are or have been performed by the Company or its direct or indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) since January 1, 2003;
(b) solicit or induce, or in any manner attempt to solicit, any person employed by the Company or any of its Subsidiaries to leave such employment, whether or not such employment is pursuant to a written contract and whether or not such employment is at will, or hire any person who has been employed by the Company or any of its Subsidiaries at any time during the one (1) year period preceding such hiring; or
(c) solicit, contact or deal with: (1) any person that was at any time after January 1, 2003, a customer or client of the Company or any of its Subsidiaries, or their respective successors or assigns, for the purpose of providing services or products which are competitive with the services or products offered by the Company or any of its Subsidiaries, or (2) any prospective customer of the Company or any of its Subsidiaries, or their respective successors or assigns, for the purpose of providing services or products which are competitive with services or products offered by the Company or any of its Subsidiaries at any time after January 1, 2003. For this purpose, a prospective customer or client is any person that the Company or any of its Subsidiaries has solicited for business at any time after January 1, 2003.
4.2 During the Employment Term, and after the termination of Executive’s employment (for any reason), Executive shall not, directly or indirectly, use or disclose any trade secrets...
Covenants Against Unfair Competition