Common use of Covenants Not to Compete or Solicit Clause in Contracts

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.

Appears in 2 contracts

Samples: Performance Share Unit Award Agreement (Innerworkings Inc), Restricted Stock Award Agreement (Innerworkings Inc)

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Covenants Not to Compete or Solicit. (a) During the ParticipantChild’s Service employment and for a period of two six (26) years months following the termination thereof of Child’s employment for any reason, so long as Child is being paid severance in accordance with the Participant terms of Section 6(b) above, Child 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: (ia) 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); (iib) 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 SubsidiaryCompany, 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 Child had personal contact with such entity; and (iiic) solicit, encourage, hire or take any other action that 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 subsidiary of the Company to terminate his or her his employment or relationship with the Company or any Subsidiary subsidiary of the Company, other than in the discharge of his or her duties as an officer of the Company. In the event that Child receives a waiver of the “non-competition” provision from 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 which the Company may or may not grant in its sole discretion, Child agrees that he will waive any further claim for severance and insurance benefits beginning on the date of his employment with a Subsidiary thereof while this Agreement new organization, provided that such new employment is in effect. The term “Geographic Area” shall mean the Participantcomparable to Child’s country of employment and any other countries in which the Participant conducts business on behalf of with the Company or a Subsidiary in terms of the Companysalary and benefits.

Appears in 1 contract

Samples: Employment Agreement (Groupon, Inc.)

Covenants Not to Compete or Solicit. (a) During the Participant’s Service and for a period of two eighteen (218) years months 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 “services” (as defined below) for (whether in any capacity, including, without limitation, 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);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.

Appears in 1 contract

Samples: Stock Appreciation Right Agreement (Innerworkings Inc)

Covenants Not to Compete or Solicit. (a) During the Participant’s Service and for a period of two eighteen (218) years months 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 “services” (as defined below) for (whether in any capacity, including, without limitation, 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; 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.

Appears in 1 contract

Samples: Performance Share Unit Award Agreement (Innerworkings Inc)

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Covenants Not to Compete or Solicit. (a) During the Participant’s Service and for a period of two eighteen (218) years months 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 “services” (as defined below) for (whether in any capacity, including, without limitation, 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);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; 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.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Innerworkings Inc)

Covenants Not to Compete or Solicit. (a) During the ParticipantOption Holder’s Service and for a period of two (2) years following the termination thereof for any reason, the Participant Option Holder 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 Option Holder 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 ParticipantOption Holder’s country of employment and any other countries in which the Participant Option Holder conducts business on behalf of the Company or a Subsidiary of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Innerworkings Inc)

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