COVENANTS OF NON-COMPETITION AND NON-SOLICITATION Sample Clauses
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Waskx xxxnowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon Waskx xxx the development and growth of its business and related functions, and that he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. Waskx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, Waskx xxxenants and agrees that during the Non-Competition Period Waskx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the development or production of (i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the current or currently contemplated business of the Company in the world. For the reasons acknowledged by Waskx xx the beginning of this Section 8(e), Waskx xxxitionally acknowledges, covenants, and agrees that, during the Non-Competition Period, Waskx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of his employment hereunder, or at any time during a ninety-day period preceding such date, or aid any competitive business organization in any attempt to hire any such officers or employees of the Company. Notwithstanding the foregoing, this Section (e) shall terminate and be of no further force or effect if the Company fails to make any payment or otherwise perform any obligation owed to Waskx xxxsuant to Sections 3, 4, 5 and 7(b) above.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. (i) VP acknowledges that: [a] the Company will rely upon VP to help maintain and grow the Company’s business and related functions; [b] VP will have business relationships on the Company’s behalf with the Company’s significant customers, suppliers and vendors with whom the Company has exclusive, long-term or near-permanent relationships; and [c] VP will have access to, use or control of highly valuable non-public tangible confidential information about the Company’s developed and developing technology, inventions, equipment, methods and know-how concerning nanomaterials production, coating and marketing, as well as highly valuable non-public tangible and non-tangible proprietary information about the Company’s finances, pending transactions, customer identity and Customer dealings.
(ii) For the foregoing reasons, and in consideration of the benefits available to VP under Sections 3(a), 3(b), 3(c), 7(a), 7(b), and 8(b) of this Agreement, VP covenants that both during the Term of this Agreement and the subsequent Non-Competition Period, VP shall not in any manner, directly or indirectly: [A] Engage in, be financially interested in, represent, render advice or service of any kind to, or be employed by or in any way affiliated with, any other business (conducted for profit or not for profit) which is materially engaged in developing, producing, coating, refining, marketing, supplying or selling nanocrystalline materials (including powders, dispersions and coatings) (a “Prohibited Business”), (a) where such Prohibited Business is located or conducted within a radius of fifty (50) miles from any of the Company’s facilities where VP has worked or over which VP has exercised any form of supervisory authority during a period of twelve (12) months before the date of VP’s termination; or (b) where VP provides a Prohibited Business with services the same as or similar to those he provided to the Company and such Prohibited Business, regardless of its location, is either Cabot Corporation; Cabot Microelectronics Corporation; DeGussa Corporation; NanoDynamics, Inc; NanoProducts Corporation; or Nanotechnologies, Inc.; NanoMaterials Technology Pte, LTD; Nanogate, SDC Materials; Primet Precision Materials, Inc.; ItN Nanovation; Nanux, Inc.; PPG Industries; Nanomaterials Company. [B] Whether on VP’s own behalf or on behalf of any other person or entity, (a) contact, solicit, accept business from, disrupt or in any way interfere with the Company’s business relationship with ...
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit...
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Executive acknowledges that but for Executive's employment with the Company:
(i) Executive would not have had access to the confidential information, proprietary data and trade secrets of the Company;
(ii) Executive would not have had contact with the Company's customers, with many of whom the Company enjoys a near permanent relationship;
(iii) Executive would not have had contact with many of the Company's employees and officers, many of whom have information and expertise of importance to the Company;
(iv) the Company's business is national in scope and cannot be confined to any particular geographic area of the United States or the State of Illinois. Executive further acknowledges that Executive's services are unique and extraordinary, that the Company will be dependent upon Executive for the development and growth of its business and related functions, and that Executive will develop personal relationships with significant customers, employees and contractors of the Company and have control of confidential information concerning, and lists of customers of, the Company. For the foregoing reasons, and in consideration of the execution of this Agreement by the Company, Executive covenants and agrees that during the Restricted Period Executive shall not, without the prior written consent of the Company President, in any manner, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of, any other business (conducted for profit or not for profit) which is competitive with the nanophase and ultrafine powder production, coating and forming businesses engaged in by the Company or which are under development by the Company. For the reasons acknowledged by Executive at the beginning of this Section 9(c), Executive additionally covenants and agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or in behalf of any other person or entity, in any manner (A) contact, solicit or accept (or participate in contracting, soliciting or accepting) the trade or patronage of any customer or prospective customer of the Company (including any employee, officer, director or agent of any customer or prospective customer) with respect to the nanophase and ultrafine powder, coating and forming businesses engaged in by the Company or which are under development by the Company, or (B) solicit, induce or a...
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Cross acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon Cross for the development and growth of its business and related functions, and that he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. Cross further acknowledges that the business of the Company is national in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, Cross covenants and agrees that during the Non-Competition Period Cross shall not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is competitive with the nanophase and ultrafine powder production business of the Company within the United States. For the reasons acknowledged by Cross at the beginning of this Section 8(c), Cross additionally acknowledges, covenants, and agrees that, during the Non-Competition Period, Cross shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the business of or otherwise contact in any commercial capacity any person or entity that was a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees upon the date of termination of his employment hereunder or at any time during a ninety-day period preceding such date of the Company or aid any competitive business organization in any attempt to hire any such officers or employees of the Company.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Cross acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company relies upon Cross for the development and growth of its business and related functions, and that he will develop personal relationships with significant customers and suppliers of the Company and have control of confidential information concerning, and lists of customers of, the Company. Cross further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area. For the foregoing reasons, and in consideration of the benefits available to Cross under Sections 3(b), 3(d) and 7(c) of this Agreement, Cross covenants and agrees that during both the Term of this Agreement and the subsequent Non-Competition Period, Cross shall not, in any manner, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, or otherwise affiliated with, any other business (conducted for profit or not for profit) which is principally or materially engaged in or is competitive with the Company's business of developing, producing, coating, refining, forming, marketing, supplying or selling nanocrystalline and ultrafine powders. For the reasons acknowledged by Cross at the beginning of this Section 8(c), Cross additionally covenants and agrees that during the Non-Competition Period, Cross shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) contact, accept or solicit the business of any person or entity that was a customer, supplier or contractor of or to the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of his employment or at any time during a 180 day period preceding the date of termination, or aid any person or entity in any attempt to hire or engage any such officers or employees of the Company. The foregoing restrictions shall not preclude Cross from the ownership of not more than three percent (3 %) of the voting securities of any corporation whose voting securities are registered under Section 12(g) of the Securities Exchange Act of 1934, even if its business competes with that of the Company.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Laves acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon Laves for the development and growth of its business and related functions, and that he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. Laves further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, Laves covenants and agrees that during the Non-Competition Period Laves shall not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the development or production of (i) high temperature superconducting materials, (ii) radio frequency filter devices, or
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee's services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee's employment with the Company and ending the day following the second anniversary of the date of termination of the Employee's employment with the Company for any reason, shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business; provided that nothing herein shall
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Edelhertz held a position of trust with Zamba, which allowed Edelhertz access to extremely confidential information regarding Zamba’s clients, employees and employment practices. Therefore, as a separate covenant of this Agreement, Edelhertz agrees that, for a period beginning on the Effective Date and continuing for one (1) year following the end of the Pay Period, Edelhertz shall not (a) directly or indirectly solicit, do business with, deliver products to, render services to or adversely affect Zamba’s relationship with any client or prospective client of Zamba; or (b) solicit for employment or discuss employment opportunities with any of Zamba’s personnel. These covenants apply to Edelhertz regardless of whether he is acting in his individual capacity or as an employee, contractor, advisor, director, officer, or partner of any third party. Further, Edelhertz expressly acknowledges the confidentiality of Zamba’s client and employment information, including the names of Zamba’s clients and employees and their contact information, needs, wants, tasks, skills, compensation, and opinions about Zamba, and agrees not to disclose such confidential information to any third party, regardless of Edelhertz’ relationship with such third party, for so long as such information remains confidential.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Nino hereby acknowledges and agrees that Sections 7.2, 7.3 and 7.4 of that certain Confidentiality, Proprietary Information and Inventions Agreement, dated October 31, 2003, by and between the Company and Nino (the "Existing Agreement") shall survive for the periods set forth therein.