Covenants Not to Compete or Solicit. During Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(a) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below);
(b) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or solicit the business of any customer or potential customer of the Company, whether or not Executive had personal contact with such entity; and
(c) solicit, encourage, hire or take any other action which is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or Independent Contractor of the Company or any subsidiary of the Company to terminate his or his employment or relationship with the Company or any subsidiary of the Company, other than in the discharge of his duties as an officer of the Company.
Covenants Not to Compete or Solicit. 7.1. The Employee undertakes that during the term of this Agreement and for 24 months thereafter, he will not, directly or indirectly (whether as sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent) compete with, or participate in any business that competes with, the Employer; provided that the Employee may invest in (i) the securities of any business or enterprise (but without otherwise participating in the activities of such business or enterprise) which are listed on a national or regional securities exchange or traded in the over-the- counter market, and (ii) equity interests of the Employer, of any member thereof.
7.2. The Employee undertakes that during the term of this Agreement and for a period of 24 months thereafter he will not, directly or indirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee, or in any other capacity as principal or agent), do any of the following:
7.2.1. Hire, or attempt to hire for employment, any person who is an employee of the Employer on the date of such termination of employment, or attempt to influence any such person to terminate his employment by the Employer; or
7.2.2. In any other manner interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Employer and any of its employees, or disparage the business or reputation of the Employer to any such person.
7.2.3. The Employee undertakes that during the term of this Agreement and for 24 months thereafter he will not, directly or indirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent), do any of the following:
7.2.3.1. Solicit, service or accept any actual or prospective accounts, clients or customers of the Employer during the period of the Employee's employment by the Employer;
7.2.3.2. Influence or attempt to influence any of the accounts, customers or clients referred to in Section 7.2.3 to transfer their business or patronage from the Employer to any other person or company engaged in a similar business;
7.2.3.3. Directly assist any person or company soliciting, servicing or accepting any of the accounts, customers or clients referred to in Subsection 7.2.3; or
7.2.3.4. In any other manner directly interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Employer and any of its accounts, customers ...
Covenants Not to Compete or Solicit. For one (1) year following the termination of Employee's employment with the Company, Employee covenants and agrees with the Company not to engage, either directly or indirectly, as an equity owner or personally as an officer, director, employee, partner, consultant or agent, in the rendering of any of the same services as are provided by the Company at the time Employee's employment with the Company is terminated, or which the Company has targeted to provide in its written business plan which has been approved by the Board of Directors as of the time of such termination, in any of the market areas in which the Company is providing such services at the time of such termination, or in any of the market areas in which the Company has targeted to provide such services in its business plan at the time of such termination, provided that Employee may own up to 2% of the outstanding equity securities of any publicly-traded company regardless of whether any such company is a competitor of the Company, so long as Employee's relationship to any such company is that of a strictly passive investor. For one (1) year following termination of employment under the terms of this Employment Agreement, Employee covenants and agrees with the Company not to, either directly or indirectly, whether acting on behalf of himself or a corporation, partnership, joint venture or some other entity:
a. induce or attempt to induce any employee of the Company to leave the Company's employ, or in any way interfere with the relationship between the Company and any employee thereof; and/or
b. hire directly or through another entity any person who was an employee of the Company at any time during the twelve (12) months preceding Employee's termination. Employee represents that he has disclosed to the Company in writing all obligations to third parties which might limit his ability to perform services under this Employment Agreement.
Covenants Not to Compete or Solicit. (a) During the Participant’s Service and for a period of two (2) years following the termination thereof for any reason, the Participant shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or a Subsidiary of the Company or with the prior written consent of the Company, directly or indirectly:
(i) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Exchange Act, or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below);
(ii) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company or a Subsidiary of the Company to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or a Subsidiary of the Company or solicit the business of any customer or potential customer of the Company or a Subsidiary of the Company, whether or not the Participant had personal contact with such entity; and
(iii) solicit, encourage, hire or take any other action that is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or independent contractor of the Company or any Subsidiary of the Company to terminate his or her employment or relationship with the Company or any Subsidiary of the Company, other than in the discharge of his or her duties as an officer of the Company, if applicable.
(b) For purposes of this Agreement, the term “competing business purpose” shall mean the sale or provision of any printed materials, items, or other products or services that are competitive with in any manner the products or services sold or offered by the Company or a Subsidiary thereof while this Agreement is in effect. The term “Geographic Area” shall mean the Participant’s country of employment and any other countries in which the Participant conducts business on behalf of the Company or a Subsidiary of the Company.
Covenants Not to Compete or Solicit. During Xxxxxx’x employment and for a period of twelve (12) months following the termination of Xxxxxx’x employment for any reason, so long as Xxxxxx is being paid severance in accordance with the terms of Section 5(b) above, Xxxxxx shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(a) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below);
(b) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or solicit the business of any customer or potential customer of the Company, whether or not Xxxxxx had personal contact with such entity; and
(c) solicit, encourage, hire or take any other action which is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or independent contractor of the Company or any subsidiary of the Company to terminate his employment or relationship with the Company or any subsidiary of the Company, other than in the discharge of his duties as an officer of the Company. In the event that Xxxxxx receives a waiver of the “non-competition” provision from the Company, which the Company may or may not grant in its sole discretion, Xxxxxx agrees that he will waive any further claim for severance and insurance benefits beginning on the date of his employment with a new organization, provided that such new employment is comparable to Xxxxxx’x employment with the Company in terms of salary and benefits.
Covenants Not to Compete or Solicit. In consideration for the compensation paid to Executive pursuant to Section 3 above, and as a condition to the performance by the Company of all obligations under this Agreement, Executive agrees that during the term of this Agreement and for the period of one year following the date of termination of this Agreement, Executive shall not (i) within the Territory (as defined below in this Section 7), directly or indirectly through any other person, firm or corporation compete with or be engaged in the same business or "participate in" any other business or organization which during such period competes with or is engaged in the same business as the Company; (ii) solicit (or attempt to solicit) the employment, consulting or other services of any other employee of the Company or otherwise induce (or attempt to induce) any of such employees to leave the Company's employment or to breach an employment agreement or understanding with the Company; or (iii) solicit (or attempt to solicit) business patronage from or call on any existing or prospective customer of the Company or interfere (or attempt to interfere) with any relationship between the Company and any of its existing or prospective customers. For the purpose of this Section 7, "existing or prospective customers" of the Company include all customers (A) who have purchased, or have agreed to purchase, goods or services from the Company at any time during the two years prior to the date of termination; or (B) with whom the Company has had discussions regarding a prospective sale of goods and services by the Company. For the purpose of this Section 7, the term "participate in" shall mean: directly or indirectly, for Executive's own benefit or for, with, or through any other person, firm, or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of Executive's name. Notwithstanding the foregoing, it shall not be a breach of the provisions of this Section 7 if, during or after the term of this Agreement, Executive is a passive investor in any publicly held entity and Executive owns 1% or less of the equity interests therein. For the purpose of this Section 7, the "Territory" means the geographic territory in which the Company has customers or sales during the term of this Agreement.
Covenants Not to Compete or Solicit. In consideration and recognition of the confidential and proprietary information Executive received during his employment and the consideration provided within this Agreement, Executive agrees that for a period of twelve (12) months following the termination of his employment, he shall not, anywhere within ten (10) miles of the Company’s existing oil and gas properties in California, other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(a) perform services for (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in the oil and gas exploration and production business (“Company Business”);
(b) knowingly induce or attempt to induce any existing vendor, supplier, customer, strategic partner, licensee, licensor or business relation of Company to cease doing business with Company, or in any way knowingly interfere with the relationship between the Company and any vendor, supplier, customer, strategic partner, licensee, licensor or business relation of Company, whether or not Executive had personal contact with such entity; and
(c) act to solicit, encourage, hire or take any other action which is intended to induce or encourage any employee of the Company or any subsidiary of the Company to terminate his or her employment or relationship with the Company or any subsidiary of the Company. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from working for an entity whose primary business does not have a competing business purpose, but said company operates a subsidiary, business unit or division which may compete with the Company Business, so long as Executive does not directly work in or operate a company with a competing business purpose.
Covenants Not to Compete or Solicit. The Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Company and accordingly agrees that, during and for the applicable period set forth in Section 7(d), the Executive shall not:
(i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged in (1) the property/casualty insurance industry, or (2) any other activity in which the Company or any affiliate of the Company is engaged during the Employment Period, in any county in which, at any time during the Employment Period, a branch, office or other facility of the Company or its affiliates are located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the “Non-Competition Area”); or
(ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the insurance industry, or (2) any other activity in which the Company or its affiliates are engaged during the Employment Period, in the Non-Competition Area; or
(iii) solicit (or assist or encourage any person to solicit) any individual, who was employed by the Company or an affiliate of the Company at the time of the Executive’s termination, to sever his or her employment relationship with the Company or such affiliate.
Covenants Not to Compete or Solicit. (a) During the Employment Period and for a period of twelve (12) months following the termination of Employee’s employment for any reason (the “Non-Compete Period”), whether such termination occurs during or after the Employment Period, Employee shall not (and shall cause his Controlled Affiliates not to), directly or indirectly, anywhere in the Geographic Area, either for himself or through any other Person, have an ownership interest in, manage, participate, operate, control, permit Employee’s name to be used by, perform services for or otherwise become involved in (whether as an officer, director, manager, employee, investor, partner, proprietor, stockholder, member, trustee, consultant, agent, representative, broker, promoter or otherwise), any Person engaging in a Competing Business. Notwithstanding the foregoing, nothing in this Section 7(a) shall prohibit (i) Employee or any of Employee’s Controlled Affiliates from having a passive ownership interest of not more than one percent (1.0%) of any publicly traded entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended, so long as neither Employee nor any of Employee’s Controlled Affiliates participates in any way in the management, operation or control of such public traded entity; or (ii) Employee from engaging in any activities or performing any services in connection with Employee’s employment with the Company after the Effective Date. For the purpose of this Agreement, the term (A) “Competing Business” shall mean the business of providing prototyping and low-volume manufacturing services (including additive manufacturing, CNC machining, injection molding, industrial design and modeling and CAD services) as conducted by the Company. (B) “Geographic Area” shall mean the United States of America.
Covenants Not to Compete or Solicit. Based upon the Executive's unique and essential value to the Company and the receipt of the compensation as set forth in this Agreement, the Executive agrees to the following covenants and/or restrictions following the termination of his employment with the Company where such termination results from (a) the Executive's voluntary election to terminate his employment with the Company as defined in Section 10(c) or (b) the Executive's termination by the Company for cause as defined in Section 9 above. In only those events, the Executive hereby covenants and agrees that for a period of 18 (eighteen) months from the date of the termination of the Executive's employment with the Company as defined above, the Executive shall not, without the prior written consent of the Company (which consent may be withheld in the sole and absolute discretion of the Company), directly or indirectly, either alone or in association or in connection with or on behalf of any person, firm, partnership, corporation, venture or other entity now existing or hereafter created: (i) be or become interested or engaged in, directly or indirectly, with any Competitive Business including, without limitation, as on organizer, partner, joint-venture, stockholder, officer, director, employee, manger, independent sales representative, associate, consultant, or agent of, or a supplier, lender, vendor, vendee, lesser, or lessee to, any Competitive Business; (ii) in any manner associate with, aid or give information or financial assistance to any Competitive Business or (iii) use or permit the use of the Executive's name (Xxxxx Xxxx) or any part thereof to be used or employed in connection with any Competitive Business. The term "
