Common use of Covenants of Employee Clause in Contracts

Covenants of Employee. Employee covenants that: (a) During the Term and the Post-Employment Period (defined below), except in the course of employment hereunder or as otherwise provided below, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer anywhere within the United States. However, Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The intent of this Section 6.2(a) covenant is to prevent Employee from engaging directly or indirectly in activities that compete with Employer’s business. This Section 6.2(a) is not intended to be construed to prevent Employee during the Post-Employment Period from working for another entity involved in technology or health care activities, so long as that entity is not in competition with Employer. If Employee wishes to be employed by a large entity with multiple activities, and in that new position will be screened from and will not in any way participate in or provide advice to any part of the business that competes with Employer’s business, then Employee may request a waiver of this paragraph 6.2(a), in exchange for representations from Employee and the new employer that are satisfactory to Employer. Grant of any waivers under this Section will be at the sole discretion of Employer and subject to any terms Employer finds necessary to protect its business, confidential information, and proprietary information. (b) Whether for or on the Employee’s own account or for the account of any other person or entity, at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, solicit business of the same or similar type being carried on by Employer, from any person or entity known by Employee to be a previous, current, or actively pursued potential customer of Employer, whether or not Employee had personal contact with such person or entity during and by reason of Employee’s employment with Employer. (c) Whether for or on the Employee’s own account or the account of any other person or entity at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, (i) solicit, employ, be employed by, or otherwise engage as an employee, employer, independent contractor, service provider, or otherwise, any person who is or was an employee or service provider of Employer at any time during the Term or in any manner induce or attempt to induce any employee or service provider of Employer to terminate employment or service with Employer; or (ii) interfere with Employer’s relationship with any person or entity, including any person or entity who at any time during the Term was an employee, contractor, supplier, service provider, or customer of Employer. (d) Employee will not, directly or indirectly, at any time during or after the Term, disparage Employer or any of its past, present or future shareholders, directors, officers, employees, agents, or clients. This Section 6.2(d) non-disparagement covenant is intended to prevent disparaging personal and similar comments by Employee in any context, including in the context of any dispute proceedings (see Section 7.1 below).

Covenants of Employee. Employee covenants that: (a) During the Term and the Post-Employment Period (defined below), except in the course of employment hereunder or as otherwise provided below, Employee will not, directly or indirectly, engage or invest in, own, promote, develop, sell, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer anywhere within the United States. However, Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The intent of this Section 6.2(a) covenant is to prevent Employee from engaging directly or indirectly in activities that compete with Employer’s business. This Section 6.2(a) is not intended to be construed to prevent Employee during the Post-Employment Period from working for another entity involved in technology or health care activities, so long as that entity is not in competition with Employer. If Employee wishes to be employed by a large entity with multiple activities, and in that new position will be screened from and will not in any way participate in or provide advice to any part of the business that competes with Employer’s business, then Employee may request a waiver of this paragraph 6.2(a), in exchange for representations from Employee and the new employer that are satisfactory to Employer. Grant of any waivers under this Section will be at the sole discretion of Employer and subject to any terms Employer finds necessary to protect its business, confidential information, and proprietary information. (b) Whether for or on the Employee’s own account or for the account of any other person or entity, at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, solicit business of the same or similar type being carried on by Employer, from any person or entity known by Employee to be a previous, current, or actively pursued potential customer of Employer, whether or not Employee had personal contact with such person or entity during and by reason of Employee’s employment with Employer. (c) Whether for or on the Employee’s own account or the account of any other person or entity at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, (i) solicit, employ, be employed by, or otherwise engage as an employee, employer, independent contractor, service provider, or otherwise, any person who is or was an employee or service provider of Employer at any time during the Term or in any manner induce or attempt to induce any employee or service provider of Employer to terminate employment or service with Employer; or (ii) interfere with Employer’s relationship with any person or entity, including any person or entity who at any time during the Term was an employee, contractor, supplier, service provider, or customer of Employer. (d) Employee will not, directly or indirectly, at any time during or after the Term, disparage Employer or any of its past, present or future shareholders, directors, officers, employees, agents, or clients. This Section 6.2(d) non-disparagement covenant is intended to prevent disparaging personal and similar comments by Employee in any context, including in the context of any dispute proceedings (see Section 7.1 below). The foregoing shall not be violated by truthful statements (i) in response to legal process, required governmental testimony or filings or administrative or arbitral proceedings (including depositions in connection with such proceedings) or (ii) made in the course of Employee discharging his/her duties for Company.

Covenants of Employee. Employee covenants that: (a) During the Term and the Post-Employment Period (defined below), except in the course of employment hereunder or as otherwise provided below, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer anywhere within the United States. However, Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The intent of this Section 6.2(a) covenant is to prevent Employee from engaging directly or indirectly in activities that compete with Employer’s business. This Section 6.2(a) is not intended to be construed to prevent Employee during the Post-Employment Period from working for another entity involved in technology or health care activities, so long as that entity is not in competition with Employer. If Employee wishes to be employed by a large entity with multiple activities, and in that new position will be screened from and will not in any way participate in or provide advice to any part of the business that competes with Employer’s business, then Employee may request a waiver of this paragraph 6.2(a), in exchange for representations from Employee and the new employer that are satisfactory to Employer. Grant of any waivers under this Section will be at the sole discretion of Employer and subject to any terms Employer finds necessary to protect its business, confidential information, and proprietary information. (b) Whether for or on the Employee’s own account or for the account of any other person or entity, at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, solicit business of the same or similar type being carried on by Employer, from any person or entity known by Employee to be a previous, current, or actively pursued potential customer of Employer, whether or not Employee had personal contact with such person or entity during and by reason of Employee’s employment with Employer.. A&R Employment Agreement (KDunleavy) December 3, 2014 (c) Whether for or on the Employee’s own account or the account of any other person or entity at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, (i) solicit, employ, be employed by, or otherwise engage as an employee, employer, independent contractor, service provider, or otherwise, any person who is or was an employee or service provider of Employer at any time during the Term or in any manner induce or attempt to induce any employee or service provider of Employer to terminate employment or service with Employer; or (ii) interfere with Employer’s relationship with any person or entity, including any person or entity who at any time during the Term was an employee, contractor, supplier, service provider, or customer of Employer. (d) Employee will not, directly or indirectly, at any time during or after the Term, disparage Employer or any of its past, present or future shareholders, directors, officers, employees, agents, or clients. This Section 6.2(d) non-disparagement covenant is intended to prevent disparaging personal and similar comments by Employee in any context, including in the context of any dispute proceedings (see Section 7.1 below).

Covenants of Employee. Employee covenants that: (a) During the Term and the Post-Employment Period (defined below), except in the course of employment hereunder or as otherwise provided below, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Employer anywhere within the United States. However, Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The intent of this Section 6.2(a) covenant is to prevent Employee from engaging directly or indirectly in activities that compete with Employer’s business. This Section 6.2(a) is not intended to be construed to prevent Employee during the Post-Employment Period from working for another entity involved in technology or health care activities, so long as that entity is not in competition with Employer. If Employee wishes to be employed by a large entity with multiple activities, and in that new position will be screened from and will not in any way participate in or provide advice to any part of the business that competes with Employer’s business, then Employee may request a waiver of this paragraph 6.2(a), in exchange for representations from Employee and the new employer that are satisfactory to Employer. Grant of any waivers under this Section will be at the sole discretion of Employer and subject to any terms Employer finds necessary to protect its business, confidential information, and proprietary information. Notwithstanding the foregoing, this Section 6 will in no way limit or restrict Employee’s right to practice law after departure from Employer. (b) Whether for or on the Employee’s own account or for the account of any other person or entity, at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, solicit business of the same or similar type being carried on by Employer, from any person or entity known by Employee to be a previous, current, or actively pursued potential customer of Employer, whether or not Employee had personal contact with such person or entity during and by reason of Employee’s employment with Employer. (c) Whether for or on the Employee’s own account or the account of any other person or entity at any time during the Term and the Post-Employment Period, Employee will not, directly or indirectly, (i) solicit, employ, be employed by, or otherwise engage as an employee, employer, independent contractor, service provider, or otherwise, any person who is or was an employee or service provider of Employer at any time during the Term or in any manner induce or attempt to induce any employee or service provider of Employer to terminate employment or service with Employer; or (ii) interfere with Employer’s relationship with any person or entity, including any person or entity who at any time during the Term was an employee, contractor, supplier, service provider, or customer of Employer. (d) Employee will not, directly or indirectly, at any time during or after the Term, disparage Employer or any of its past, present or future shareholders, directors, officers, employees, agents, or clients. This Section 6.2(d) non-disparagement covenant is intended to prevent disparaging personal and similar comments by Employee in any context, including in the context of any dispute proceedings (see Section 7.1 below).