Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the Employee covenants that he will not, directly or indirectly: (a) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territory; provided, however, that the 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; (b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company; (c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company; (d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, or agents.
Appears in 10 contracts
Samples: Employment Agreement (Birch Telecom Inc /Mo), Employment Agreement (Birch Telecom Inc /Mo), Employment Agreement (Birch Telecom Inc /Mo)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer in the course of his employment hereundersame or similar business as the business conducted by the Employer; (ii) own, and during the Post-Employment Periodoperate, engage or invest incontrol, ownfinance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name to, lend Employee's credit of its Affiliates in any geographical area in which the Employer or any of its Affiliates conducted or conducts its business (a "Competitive Business"); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Periodperson (i) solicit or induce, solicitdirectly or indirectly, employ, whether or otherwise engage as an employee, independent contractor, or otherwisenot for consideration, any person who is employee or was an employee agent of the Company at any time during Employer to terminate his or her relationship with the Employment Period Employer; or in any manner (ii) induce or attempt to induce any employee supplier or contractor of the Company Employer to terminate his or her employment adversely change its relationship with the Company; Employer or at any time during the Employment Period and the Post-Employment Period, otherwise interfere with any relationship between the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, suppliers or agentscontractors.
Appears in 9 contracts
Samples: Employment Agreement (PGT, Inc.), Employment Agreement (PGT, Inc.), Employment Agreement (PGT, Inc.)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he the Employee will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer where the Employee is doing so in the course same or similar business as the business conducted by the Employer (i.e., the manufacturing, marketing and sales of his employment hereundereither impact-resistant or non-impact resistant commercial and/or residential windows and doors, and during the Post-Employment Periodvinyl patio or porch enclosures); (ii) own, engage or invest inoperate, owncontrol, finance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name toof its Affiliates in any state of the United States in which the Employer or any of its Affiliates conducted or conducts the manufacturing, lend Employee's credit marketing, distribution and/or sales of completed commercial and/or residential windor and door products (a “Competitive Business”); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's ’s own account or the account of any other Person at any time during the Employment Period and the Post-Employment Periodperson (i) solicit or induce, solicitdirectly or indirectly, employ, whether or otherwise engage as an employee, independent contractor, or otherwisenot for consideration, any person who is employee or was an employee agent of the Company at any time during Employer to terminate his or his relationship with the Employment Period Employer; or in any manner (ii) induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcustomer, supplier, service provider, vendor, consultant or customer contractor of the Company;
(d) at Employer to terminate or adversely change its relationship with the Employer or otherwise interfere with any time during relationship between the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholdersthe Employer’s customers, directorsprospective customers, officerssuppliers, employees, service providers or agentscontractors.
Appears in 8 contracts
Samples: Employment Agreement (PGT Innovations, Inc.), Employment Agreement (PGT Innovations, Inc.), Employment Agreement (PGT Innovations, Inc.)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he the Employee will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer where the Employee is doing so in the course same or similar business as the business conducted by the Employer (i.e., the manufacturing, marketing, distribution and/or sales of his employment hereundercompleted commercial and/or residential window and door products, and during the Post-Employment Periodvinyl patio or porch enclosures); (ii) own, engage or invest inoperate, owncontrol, finance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name toof its Affiliates in any state of the United States in which the Employer or any of its Affiliates conducted or conducts the manufacturing, lend Employee's credit marketing, distribution and/or sales of completed commercial and/or residential window and door products, and vinyl patio or porch enclosures (a “Competitive Business”); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's ’s own account or the account of any other Person at any time during the Employment Period and the Post-Employment Periodperson (i) solicit or induce, solicitdirectly or indirectly, employ, whether or otherwise engage as an employee, independent contractor, or otherwisenot for consideration, any person who is employee or was an employee agent of the Company at any time during Employer to terminate his or her relationship with the Employment Period Employer; or in any manner (ii) induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcustomer, supplier, service provider, vendor, consultant or customer contractor of the Company;
(d) at Employer to terminate or adversely change its relationship with the Employer or otherwise interfere with any time during relationship between the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholdersthe Employer’s customers, directorsprospective customers, officerssuppliers, employees, service providers or agentscontractors.
Appears in 6 contracts
Samples: Employment Agreement (PGT Innovations, Inc.), Employment Agreement (PGT Innovations, Inc.), Employment Agreement (PGT Innovations, Inc.)
Covenants of the Employee. In consideration (a) Employee shall retain in confidence and shall not disclose to any party (other than officers, trustees or representatives of the acknowledgments by Company as required for the Employee, and in consideration conduct of the compensation and benefits Company’s business), nor use for any purpose (other than in the performance of his duties hereunder) any confidential or proprietary information of or with respect to be paid or provided to the Employee by the Company, its business, financial condition or performance, existing or potential properties, existing or potential transactions, negotiations, relationships, plans, strategies, projections, existing or potential tenants or any other information of a confidential or proprietary nature, whether in written, oral or electronic format and whether disclosed prior to or after the date of this Agreement (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include (i) information which is publicly disclosed or otherwise generally available through no fault of Employee, or (ii) information required to be disclosed by Employee covenants that he will or the Company under the federal securities laws and regulations or any subpoena or order of a court or governmental agency. In no event shall an asserted violation of the provisions of this Section 10(a) constitute a basis for the Company’s unilateral deferral or withholding of any amounts otherwise payable to Employee under this Agreement, without limitation of the right of the Company to assert any right of set-off, counterclaim, recoupment, defense or other claim in any proceeding.
(b) During the Employment Period and for a period ending on the third anniversary of the Termination Date, Employee shall not, directly or indirectly, unless for the Company or its affiliates or otherwise with the express written consent of the Company:
(ai) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, engage own or invest have any interest in, ownor act as an officer, managedirector, operatepartner, financemember, controlmanager, principal, employee, agent, representative, consultant, independent contractor or participate in the ownership, management, operation, financing, other capacity of or control of, be employed by, associated withfor, or in any manner connected with, lend the Employee's name or any similar name to, lend Employee's credit to or render services or advice toway assist, any Competitive Business Enterprise within the TerritoryRestricted Area, whether paid or unpaid; providedor
(ii) divert or attempt to divert clients, however, that the Employee may purchase customers 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) accounts of the Securities Exchange Act Company or of 1934;
its affiliates (b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact applicable parties have done business with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholdersaffiliates once or more than once), directors, officers, employees, or agentsregardless of their location.
Appears in 4 contracts
Samples: Employment Agreement (Entertainment Properties Trust), Employment Agreement (Entertainment Properties Trust), Employment Agreement (Entertainment Properties Trust)
Covenants of the Employee. In consideration (a) While employed by the Employer, the Employee shall not directly or indirectly engage in any business, whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the acknowledgments stock of any corporation or association of any nature which is competitive to the business conducted by the EmployeeEmployer, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, or any of the Company's other wholly owned subsidiaries.
(b) At no time will the Employee covenants that he will notdivulge or appropriate to the Employee's own use or to the use of others any trade secrets or confidential information or confidential knowledge pertaining in any to the business of the Employer, directly the Company or indirectly:any of the Company's other wholly owned subsidiaries.
(ac) during In the event the Employee breaches this Employment PeriodAgreement (including, except in the course of without limitation, by terminating his employment hereunderwithout Good Reason (as hereinafter defined)) or if the Employee's employment is terminated for Cause (as hereinafter defined), the Employee separately agrees, being fully aware that the performance of this Employment Agreement is important to preserve the present value of the property and business of the Employer and the Company, that during the Post-Employment Period, the Employee shall 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 withbusiness, lend the Employee's name whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or any similar name to, lend Employee's credit to beneficial or render services or advice to, any Competitive Business within the Territory; provided, however, that the Employee may purchase or otherwise acquire up to (but not record owner of more than) than one percent of any class of securities the stock of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national corporation or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
(b) whether for the Employee's own account or for the account association of any other Person, at any time during nature which is competitive to the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on conducted by the Company, from Employer or any Person known by the Employee to be a customer of the Company's other wholly owned subsidiaries in the geographical service area of the Employer or any of the Company's other wholly owned subsidiaries, whether or not determined as of the Employee had personal contact with such Person during and by reason date of the Employee's employment with termination of employment. Within such geographical service areas and during such non-compete period, the Company;
(c) whether for Employee shall not solicit or do business competitive to the Employee's own account business conducted by the Employer or the account any of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship other wholly owned subsidiaries, with any personcustomers, including partners or associates of the Employer or any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;'s other wholly owned subsidiaries. The foregoing notwithstanding, the Employee may continue to hold his existing ownership interest, determined as of the Effective Time, of Holland Telecommunications Group , Inc., but may not directly or indirectly increase such ownership interest or engage actively in the management or business activities of such corporation.
(d) at The Employee agrees that the breach by the Employee of any time during of the Employment Period foregoing covenants is likely to result in irreparable harm, directly or indirectly, to the Employer and the Post-Employment PeriodCompany. The Employee, disparage therefore, consents and agrees that if the Employee violates any of such covenants, the Employer and the Company shall be entitled, among and in addition to any other rights or remedies available under this Employment Agreement or at law or in equity, to temporary and permanent injunctive relief to prevent the Employee from committing or continuing a breach of such covenants.
(e) It is the desire, intent and agreement of the Employee and the Employer that the restrictions placed on the Employee by this paragraph 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent that any portion of this paragraph 4 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made.
(f) Except with respect to the equitable relief contemplated under paragraph 4(d), any controversy or claim arising out of or relating to this Employment Agreement shall be settled by arbitration in Palm Beach County, Florida in accordance with the rules then in effect of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon. The prevailing party in any such arbitration will be entitled to an award of its shareholders, directors, officers, employees, or agentsattorney fees and may recover fees and costs incurred enforcing an arbitration award.
Appears in 4 contracts
Samples: Employment Agreement (Dycom Industries Inc), Merger Agreement (Dycom Industries Inc), Merger Agreement (Dycom Industries Inc)
Covenants of the Employee. In consideration (a) Employee shall retain in confidence and shall not disclose to any party (other than officers, trustees or representatives of the acknowledgments by Company as required for the Employee, and in consideration conduct of the compensation and benefits Company’s business), nor use for any purpose (other than in the performance of his duties hereunder) any confidential or proprietary information of or with respect to be paid or provided to the Employee by the Company, its business, financial condition or performance, existing or potential properties, existing or potential transactions, negotiations, relationships, plans, strategies, projections, existing or potential tenants or any other information of a confidential or proprietary nature, whether in written, oral or electronic format and whether disclosed prior to or after the date of this Agreement (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include (i) information which is publicly disclosed or otherwise generally available through no fault of Employee, or (ii) information required to be disclosed by Employee covenants that he will or the Company under the federal securities laws and regulations or any subpoena or order of a court or governmental agency. In no event shall an asserted violation of the provisions of this Section 10(a) constitute a basis for the Company’s unilateral deferral or withholding of any amounts otherwise payable to Employee under this Agreement, without limitation of the right of the Company to assert any right of set-off, counterclaim, recoupment, defense or other claim in any proceeding.
(b) During the Employment Period and for a period ending twelve (12) months after the Termination Date, Employee shall not, directly or indirectly, unless for the Company or its affiliates or otherwise with the express written consent of the Company:
(ai) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, engage own or invest have any interest in, ownor act as an officer, managedirector, operatepartner, financemember, controlmanager, principal, employee, agent, representative, consultant, independent contractor or participate in the ownership, management, operation, financing, other capacity of or control of, be employed by, associated withfor, or in any manner connected with, lend the Employee's name or any similar name to, lend Employee's credit to or render services or advice toway assist, any Competitive Business Enterprise within the TerritoryRestricted Area, whether paid or unpaid; providedor
(ii) divert or attempt to divert clients, howeveremployees, that the Employee may purchase customers 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) accounts of the Securities Exchange Act Company or of 1934;
its affiliates (b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact applicable parties have done business with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholdersaffiliates once or more than once), directors, officers, employees, or agentsregardless of their location.
Appears in 3 contracts
Samples: Employment Agreement (Epr Properties), Employment Agreement (Epr Properties), Employment Agreement (Epr Properties)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Payment Period, except in the course of his employment hereunder, and during the Post-Employment Period, 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business business whose products or activities compete in whole or in part with the products or activities of the Employer anywhere within the TerritoryUnited States or Canada; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) 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;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during the Employment Period and the Post-Employment Payment Period, solicit business of the same or similar type being carried on by the CompanyEmployer, from any Person person known by the Employee to be a customer of the CompanyEmployer, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person (i) at any time during the Employment Period and the Post-Employment Payment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company Employer to terminate his or her employment with the CompanyEmployer; or (ii) at any time during the Employment Period and the Post-Employment Payment Period, interfere with the CompanyEmployer's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer; or
(d) at any time during or after the Employment Period and the Post-Employment Payment Period, disparage the Company Employer or any of its shareholders, directors, officers, employees, or agents. Nothing in paragraphs (a) or (b) above shall prevent Employee, following the Employment Period, from engaging or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, being employed by, associated with, or in any manner connected with, lending the Employee's name or any similar name to, lending Employee's credit to or rendering services or advice to, any business which markets or develops software and related consulting services that Employee can demonstrate (i) are not based upon and do not use any Confidential Information or Employee Inventions, (ii) in the case of software, do not perform substantially the same function as any software product owned by or exclusively licensed to Employer, and (iii) is not specifically targeted for any industry served by Employer during the Employment Period or, if disclosed to Employee during the Employment Period, is proposed to be served by the Employer and for which the Employer has taken active steps during the Employment Period. If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by the Employee of such covenant. The Employee will, while the covenant under this Section 6.2 is in effect, give notice to the Employer, within ten days after accepting any other employment, of the identity of the Employee's employer. Daily Journal or the Employer may notify such employer that the Employee is bound by this Agreement and, at the Employer's election, furnish such employer with a copy of this Agreement or relevant portions thereof.
Appears in 3 contracts
Samples: Employment Agreement (Daily Journal Corp), Employment Agreement (Daily Journal Corp), Employment Agreement (Daily Journal Corp)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territory; provided, however, that (i) the 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, and (ii) no restriction in this Agreement shall apply to the extent that it would violate or cause the Employee to violate any provision of the rules of professional conduct applicable to attorneys of any state where the Employee is licensed to practice law;
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, or agents.
Appears in 2 contracts
Samples: Employment Agreement (Birch Telecom Inc /Mo), Employment Agreement (Birch Telecom Inc /Mo)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he he/she will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his/her employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his/her employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her or her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his/her employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 2 contracts
Samples: Employment Agreement (Technical Olympic Usa Inc), Employment Agreement (Technical Olympic Usa Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he the Employee will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer where the Employee is doing so in the course same or similar business as the business conducted by the Employer (i.e., the manufacturing, marketing and sales of his employment hereundereither impact-resistant or non-impact resistant commercial and/or residential windows and doors, and during the Post-Employment Periodvinyl patio or porch enclosures); (ii) own, engage or invest inoperate, owncontrol, finance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name toof its Affiliates in any state of the United States in which the Employer or any of its Affiliates conducted or conducts the manufacturing, lend Employee's credit marketing, distribution and/or sales of completed commercial and/or residential windor and door products (a "Competitive Business"); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Periodperson (i) solicit or induce, solicitdirectly or indirectly, employ, whether or otherwise engage as an employee, independent contractor, or otherwisenot for consideration, any person who is employee or was an employee agent of the Company at any time during Employer to terminate his or her relationship with the Employment Period Employer; or in any manner (ii) induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcustomer, supplier, service provider, vendor, consultant or customer contractor of the Company;
(d) at Employer to terminate or adversely change its relationship with the Employer or otherwise interfere with any time during relationship between the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholdersthe Employer's customers, directorsprospective customers, officerssuppliers, employees, service providers or agentscontractors.
Appears in 2 contracts
Samples: Employment Agreement (PGT Innovations, Inc.), Employment Agreement (PGT Innovations, Inc.)
Covenants of the Employee. In consideration of (a) The Employee agrees with the acknowledgments by the EmployeeCompany that, and in consideration of the compensation and benefits to be paid or provided to the Employee while employed by the Company, the Employee covenants that he will not, shall not directly or indirectly:
(a) during the Employment Period, except in the course whether as a proprietor, partner, joint venturer, Company, agent, employee, consultant, officer or beneficial or record owner of his employment hereunder, and during the Post-Employment Period, 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territory; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) than one percent of any class of securities the stock of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national corporation or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
(b) whether for the Employee's own account or for the account association of any other Personnature, at engage in any time during business which is competitive to the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on conducted by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholdersthe Company’s subsidiaries or affiliates (the Company, directorssuch subsidiaries and affiliates being collectively referred to as the “Companies”) in any geographic area which the Companies have engaged or will engage during such period (including, officerswithout limitation, any area in which any customer of the Companies may be located).
(b) The Employee agrees with the Company that at no time will the Employee directly or indirectly divulge to any person, entity or other organization or appropriate for the Employee’s own use or for the use of others any trade secrets or information deemed to be confidential by the Companies (“Confidential Information”) relating to the assets, intellectural property, liabilities, employees, goodwill, business or agentsaffairs of the Companies, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, research and development information or data; testing or marketing data, or other confidential information used by, or useful to, the Companies and known (whether or not known with the knowledge and permission of the Companies and whether or not at any time prior to the Closing Date developed, devised, or otherwise created in whole or in part by the efforts of the Employee) to the Employee by reason of his employment by, shareholdings in or other association with the Companies, except as required by the Employee for the purpose of the business of the Companies. The Employee will hold on to all copies and extracts of any written confidential information acquired or developed by him during his employment for the sole benefit of the Companies and their successors and assigns. Except as necessary to perform the Employee’s duties hereunder, the Employee further agrees that he will not remove or take from the Companies’ premises (or if previously removed or taken, he will, at the Company’s request, promptly return) any written confidential information or any copies or extracts thereof. The Employee shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Companies, fully and completely, all rights created or contemplated by this paragraph 4(b).
(c) In the event the Employee breaches this Employment Agreement (including, without limitation, by terminating his employment without Good Reason (as hereinafter defined)) or if the Employee’s employment is terminated without Cause (as hereinafter defined), the Employee separately agrees, being fully aware that the performance of this Employment Agreement is important to preserve the present value of the property and business of the Companies, that for a period of twelve (12) calendar months following such termination (the “Restricted Period”), that the Employee shall not directly or indirectly engage in any business, whether as proprietor, partner, joint venturer, Company, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association of any nature which is competitive to the business conducted by the Companies in the geographical service area in which the Companies have engaged or will engage during such period (including, without limitation, any area in which any such customer of the Companies may be located).
(d) As a separate and independent covenant, the Employee agrees with the Company that, for so long as the Employee is employed by the Company and for the Restricted Period, he will not in any way, directly or indirectly, for the purpose of conducting or engaging in any competitive business with the Companies, call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any of the Companies or solicit, induce, hire, attempt to hire, interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of the Companies.
(e) The Employee agrees that the breach by him of any of the foregoing covenants is likely to result in immediate and irreparable harm, directly or indirectly, to the Companies. The Employee, therefore, consents and agrees that if the Employee violates any of such covenants, the Companies shall be entitled, among and in addition to any other rights or remedies available under this Employment Agreement or at law or in equity, to temporary and permanent injunctive relief to, without bond or other security, prevent the Employee from committing or continuing a breach of such covenants. Such injunctive relief in any court shall be available to the Companies in lieu of, or prior to or pending determination in, any arbitration proceeding.
(f) It is the desire, intent and agreement of the parties that the restrictions placed on the Employee by this paragraph 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent that any portion of this paragraph 4 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made.
(g) Subject to paragraph 5(e), any controversy or claim arising out of or relating to this Employment Agreement that cannot be mutually resolved by the parties hereto shall first be submitted to non-binding mediation in Salt Lake County, Utah in accordance with the rules then in effect of the American Arbitration Association; provided that the term of mediation shall be limited to three consecutive days. Each party shall be responsible for their own attorney fees and fees and costs incurred attributable to such mediation and each party shall share all expenses of the mediator. If the parties cannot mutually resolve the controversies or claims arising out of or relating to this Employment Agreement after mediation, except with respect to the equitable relief contemplated under paragraph 4(e), such controversies or claims arising out of or relating to this Employment Agreement shall be settled by arbitration in Salt Lake County, Utah in accordance with the rules then in effect of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon. The prevailing party in any such arbitration will be reimbursed by the other party hereto for its reasonable attorney fees and fees and costs incurred attributable to such arbitration.
Appears in 2 contracts
Samples: Employment Agreement (Grant Ventures Inc), Employment Agreement (Grant Ventures Inc)
Covenants of the Employee. In consideration (a) During the Employment Term and for a period of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to two (2) years thereafter the Employee by the Company, the Employee covenants that he will shall not, directly or indirectly:, employ, solicit for employment or otherwise contact for the services of any employee of the Company or any of its affiliate at the time of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; and
(ab) during During the Employment PeriodTerm and for a period of two (2) years thereafter the Employee will not solicit, in competition with the Company or its affiliates, any person who is, or was at any time within two years prior to the Termination Date, a customer of the business conducted by the Company or any of its affiliates. For purposes of this Agreement, the reasonable decision of the Board as to what constitutes a competing business shall be final and binding upon the Employee; provided that the Employee’s ownership of securities of two percent (2%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or any of its affiliates.
(c) During the Employment Term and following the termination of this Agreement, the Employee will not: (i) divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of his employment hereunderbusiness of the Company, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company, and during the Post-Employment Period(ii) use, engage directly 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice toindirectly, any Competitive Business within confidential information for the Territorybenefit of anyone other than the Company; provided, however, that the Employee may purchase has no obligation, express or otherwise acquire up implied, to (but not more than) one percent of refrain from using or disclosing to others any class of securities of any enterprise (but without otherwise participating in such knowledge or information which is or hereafter shall become available to 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;
(b) whether for public other than through disclosure by the Employee's own account . All new processes, techniques, now-how, inventions, plans, products, patents and devices developed, made or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on invented by the CompanyEmployee, from any Person known by the Employee to be a customer of the Companyalone or with others, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was while an employee of the Company at any time during which are related to the Employment Period or in any manner induce or attempt to induce any employee business of the Company to terminate his or her employment with shall be and become the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer sole property of the Company;, unless released in writing by the Company, and the Employee hereby assigns any and all rights therein or thereto to the Company.
(d) All files, records, correspondence, memoranda, notes, or other documents (including, without limitation, those in computer-readable form), real property or intellectual property relating or belonging to the Company or its affiliates, whether prepared by the Employee or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of this Agreement for any reason whatsoever.
(e) The Employee acknowledges that a breach of his covenants contained in this Section 8 may cause irreparable damage to the Company and its affiliates, the exact amount of which will be difficult ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Employee agrees that if he breaches any of the covenants contained in this Section 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.
(f) The Company and the Employee further acknowledge that the time, scope, geographic area and other provisions of this Section 8 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical areas as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.
(g) The Employee agrees to cooperate with the Company, during the Employment Period Term and thereafter (including following the Post-Employment PeriodEmployee’s termination of employment for any reason), disparage by making himself reasonably available to testify on behalf of the Company or any of its shareholdersaffiliates in any action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided, however, that the same does not materially interfere with his then current professional activities and is not contrary to the best interests of the Employee. The Company agrees to reimburse the Employee, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.
(h) The parties agree that, during the Employment Term and thereafter (including following the Employee’s termination of employment for any reason) that they will not make statements or representations, or otherwise communicate, directly or indirectly, disparage the other party or any of its affiliates or their respective officers, directors, officers, employees, advisors, businesses or agentsreputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude either party from making truthful statements or disclosures that are required by applicable law, regulation or legal process.
Appears in 2 contracts
Samples: Employment Agreement (Mobiclear Inc.), Employment Agreement (Mobiclear Inc.)
Covenants of the Employee. In consideration (a) Employee shall retain in confidence and shall not disclose to any party (other than officers, trustees or representatives of the acknowledgments by Company as required for the Employee, and in consideration conduct of the compensation and benefits Company’s business), nor use for any purpose (other than in the performance of his duties hereunder) any confidential or proprietary information of or with respect to be paid or provided to the Employee by the Company, its business, financial condition or performance, existing or potential properties, existing or potential transactions, negotiations, relationships, plans, strategies, projections, existing or potential tenants or any other information of a confidential or proprietary nature, whether in written, oral or electronic format and whether disclosed prior to or after the date of this Agreement (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include (i) information which is publicly disclosed or otherwise generally available through no fault of Employee, or (ii) information required to be disclosed by Employee covenants that he will or the Company under the federal securities laws and regulations or any subpoena or order of a court or governmental agency. In no event shall an asserted violation of the provisions of this Section 10(a) constitute a basis for the Company’s unilateral deferral or withholding of any amounts otherwise payable to Employee under this Agreement, without limitation of the right of the Company to assert any right of set-off, counterclaim, recoupment, defense or other claim in any proceeding.
(b) During the Employment Period and for a period ending fifteen (15) months after the Termination Date, Employee shall not, directly or indirectly, unless for the Company or its affiliates or otherwise with the express written consent of the Company:
(ai) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, engage own or invest have any interest in, ownor act as an officer, managedirector, operatepartner, financemember, controlmanager, principal, employee, agent, representative, consultant, independent contractor or participate in the ownership, management, operation, financing, other capacity of or control of, be employed by, associated withfor, or in any manner connected with, lend the Employee's name or any similar name to, lend Employee's credit to or render services or advice toway assist, any Competitive Business Enterprise within the TerritoryRestricted Area, whether paid or unpaid; providedor
(ii) divert or attempt to divert clients, howeveremployees, that the Employee may purchase customers 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) accounts of the Securities Exchange Act Company or of 1934;
its affiliates (b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact applicable parties have done business with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage the Company or any of its shareholdersaffiliates once or more than once), directors, officers, employees, or agentsregardless of their location.
Appears in 2 contracts
Samples: Employment Agreement (Epr Properties), Employment Agreement (Epr Properties)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted such Business activities during the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to (but not more than) one percent 3% of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Personperson, at any time during his employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the CompanyEmployer or its Affiliates, from any Person person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period Employer or an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Company Employer or its Affiliate to terminate his or her employment with the CompanyEmployer or its Affiliate; or at any time during the Employment Period and the Post-Employment Period, (ii) interfere with the Company's Employer’s or its Affiliate’s relationship with any person, including any person who at any time during the Employment Period Period, was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 2 contracts
Samples: Employment Agreement (Technical Olympic Usa Inc), Employment Agreement (Technical Olympic Usa Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he he/she will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Jxxx Xxxxxxxx Employment Agreement Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his/her employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his/her employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his/her employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in Period and for a period of one (1) year after termination of the course of his employment hereunder, and during the Post-Employment Period, Agreement 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 the Employee's ’s name or any similar name to, lend Employee's ’s credit to or render services or advice to, any Competitive Business within business whose products or activities directly compete in whole or in material part with the Territory; provided, however, that the Employee may purchase products 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 1934Employer ;
(b) whether for the Employee's ’s own account or for the account of any other Personperson, at any time during the Employment Period and for one (1) year following termination of the Post-Employment PeriodAgreement, solicit business of the same or similar type being carried on by the CompanyEmployer, from any Person person known by the Employee to be have been a customer customer, client, prime contractor, subcontractor or strategic partner of Employer during the CompanyEmployment Period, whether or not where the Employee had personal contact with such Person person or entity, or learned of such person or entity, during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person (i) at any time during the Employment Period and for one (1) year following termination of the Post-Employment PeriodAgreement, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or contractor of the Company Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee or contractor of the Company Employer to terminate his employment or her employment consultancy with the CompanyEmployer; or (ii) at any time during the Employment Period and for one (1) year following termination of the Post-Employment PeriodAgreement, interfere with the Company's Employer’s relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcontractor (prime or sub-), supplier, or customer of the Company;Employer; or
(d) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Employer or any of its shareholders, directors, officers, employees, or agents. Similarly, at no time during or after the Employment Period will the Employer disparage the Employee. If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he he/she will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his/her employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the Company;Employer: Xxxxxx Xxxxxx Employment Agreement 4
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his/her employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his/her employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Samples: Employment Agreement (Tousa Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he he/she will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Txxxx XxXxxx Employment Agreement Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his/her employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his/her employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his/her employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration (a) Non solicitation of Customers or Employees of the acknowledgments by Company. During the EmployeeEmployment Period and for a period of 3 years thereafter (together, and in consideration of the compensation and benefits to be paid or provided to "Restricted Period"), the Employee by will not communicate disparagingly with any suppliers to, or customers of, the Company, its direct or indirect subsidiaries or any joint ventures to which the Company or any of such subsidiaries is a party (all such subsidiaries and joint ventures, "Affiliates") with respect to any matter relating to the business of the Company or its Affiliates. During the Restricted Period and following the termination of the Restricted Period, the Employee covenants that shall not, and shall use his best efforts to cause each other business or entity with which he will notis or shall become associated in any capacity not to, directly or indirectly:
(a) during the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, 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 indirectly employ any manner connected with, lend the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territory; provided, however, that the 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;
(b) whether for the Employee's own account or for the account of any other Person, person who at any time during the Employment Restricted Period and was employed in any capacity by the Post-Employment Company or any of its Affiliates. During the Restricted Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee shall not, and shall use his best efforts to be a customer of the Companycause each other business or entity with which he is or shall become associated in any capacity not to, whether (i) directly or not the Employee had personal contact with such Person during and by reason of the Employee's indirectly solicit for employment with the Company;
(c) whether for the Employee's own account or the account of any other Person person who at any time during the Employment Restricted Period and was employed in any capacity by the Post-Employment Period, solicit, employ, Company or otherwise engage as an employee, independent contractor, any of its Affiliates; (ii) directly or otherwise, indirectly solicit any person or entity who is or was an employee of the Company at any time during the Employment Period or in any manner induce the period two years prior to the date of termination or attempt to induce any employee non-renewal of this Agreement was a customer of the Company to terminate his or her employment with its Affiliates in respect of the Companyproducts or services supplied by the Company or its Affiliates; or at any time during the Employment Period and the Post-Employment Period, (iii) directly or intentionally indirectly interfere or seek to interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer continuance of the Company;
(d) at any time during the Employment Period and the Post-Employment Period, disparage supplies to the Company or its Affiliates (or with the terms relating to such supplies) from any of its shareholders, directors, officers, employees, persons or agentsentities who have been supplying materials or services to the Company during the Restricted Period.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer in the event this Agreement is terminated pursuant to Section 5.4(a), 5.4(d) or 5.4(e)(i), the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in the course of his employment engagement hereunder, and during the Post-Employment PeriodPeriod (as defined below), 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 the Employee's name or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business business whose products or activities compete in whole or in part with the products or activities of the Employer or any Affiliate of Employer anywhere within the Territorygeographic areas in which the Employer or any such Affiliate now or hereafter conducts its business; provided, however, that the 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;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the CompanyEmployer or any Affiliate of Employer, from any Person person known by the Employee to be a customer of the CompanyEmployer or any such Affiliate, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment engagement with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person at any time during the Employment Period and the Post-Employment Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or any Affiliate of Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company Employer and any such Affiliate to terminate his or her employment engagement with the CompanyEmployer; or at any time during the Employment Period and the Post-Employment Period, (ii) interfere with the CompanyEmployer's or any Affiliate's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or any such Affiliate; or
(d) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Employer or any of its shareholders, directors, officers, employees, or agents.
Appears in 1 contract
Samples: Employment Agreement (Cynet Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors of the Employer, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) in any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other Business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's own account or for the account of any other Person, person at any time during his employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person and at any time during his employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period Employer or an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Company Employer or its Affiliates to terminate his or her employment with the CompanyEmployer or its Affiliate; or (ii) interfere with the Employer's or its Affiliate's relationship with any person or entity that, at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee's employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors of the Employer, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) in any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other Business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period Employer or an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Company Employer or its Affiliates to terminate his or her employment with the CompanyEmployer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in Period and for a period of two (2) years after termination of the course of his employment hereunder, and during the Post-Employment Period, Agreement 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 the Employee's ’s name or any similar name to, lend Employee's ’s credit to or render services or advice to, any Competitive Business within business whose products or activities directly compete in whole or in material part with the Territory; provided, however, that the Employee may purchase products 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 1934Frankly;
(b) whether for the Employee's ’s own account or for the account of any other Personperson, at any time during the Employment Period and for two (2) years following termination of the Post-Employment PeriodAgreement, solicit business of the same or similar type being carried on by the CompanyFrankly, from any Person person known by the Employee to be have been a customer customer, client, prime contractor, subcontractor or strategic partner of Frankly during the CompanyEmployment Period, whether or not where the Employee had personal contact with such Person person or entity, or learned of such person or entity, during and by reason of the Employee's ’s employment with the CompanyFrankly;
(c) whether for the Employee's ’s own account or the account of any other Person person (i) at any time during the Employment Period and for two (2) years following termination of the Post-Employment PeriodAgreement, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or contractor of the Company Frankly at any time during the Employment Period or in any manner induce or attempt to induce any employee or contractor of the Company Employer to terminate his employment or her employment consultancy with the CompanyFrankly; or (ii) at any time during the Employment Period and for two2 years following termination of the Post-Employment PeriodAgreement, interfere with the Company's Frankly’s relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcontractor (prime or sub-), supplier, or customer of the Company;Frankly; or
(d) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Frankly or any of its shareholders, directors, officers, employees, or agents. Similarly, at no time during or after the Employment Period will Frankly disparage the Employee. If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by Employee of such covenant.
Appears in 1 contract
Samples: Employment Agreement (Frankly Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted such Business activities during the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to (but not more than) one percent 3% of any class of securities of any such 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;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during his employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the CompanyEmployer or its Affiliates, from any Person person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person and at any time during his employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period Employer or an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Company Employer or its Affiliate to terminate his or her employment with the CompanyEmployer or its Affiliate; or at any time during the Employment Period and the Post-Employment Period, (ii) interfere with the CompanyEmployer's or its Affiliate's relationship with any person, including any person who at any time during the Employment Period Period, was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) above shall not apply if the Employee's employment is terminated pursuant to Section 4.3(d). If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he or she will not, directly or indirectly:: 9
(a) during the Employment Period, except in the course of his or her employment hereunder, and during the Post-Employment Period, engage or invest in, own, manage, operate, finance, control, control or participate in the ownership, management, operation, financing, financing or control of, be employed by, associated with, with or in any manner connected with, lend the Employee's name or any similar name to, to or lend Employee's credit to or render services or advice to, any Competitive Business business whose products or activities compete in whole or in part with the products or activities of the Employer anywhere within the TerritoryUnited States; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) 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, as amended;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the CompanyEmployer, from any Person known by the Employee to be a customer customer, client, vendor or other business source of the CompanyEmployer, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person (i) at any time during the Employment Period and the Post-Employment Period, solicit, employ, employ or otherwise engage as an employee, independent contractor, contractor or otherwise, any person who is or was an employee of the Company Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company Employer to terminate his or her employment with the Company; Employer or (ii) at any time during the Employment Period and the Post-Employment Periodfor two (2) years thereafter, interfere with the CompanyEmployer's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, supplier or customer of the Company;Employer; or
(d) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Employer or any of its shareholdersstockholders, directors, officers, employeesemployees or agents. For purposes of this Section 8.2, the term "Post-Employment Period" means the two (2) year period beginning on the date of termination of the Employee's employment with the Employer. If any covenant in this Section 8.2 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or agentsall of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The period of time applicable to any covenant in this Section 8.2 will be extended by the duration of any violation by the Employee of such covenant. The Employee will, while the covenant under this Section 8.2 is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Employee's employer. The Employer may notify such employer that the Employee is bound by this Agreement and, at the Employer's election, furnish such employer with a copy of this Agreement or relevant portions thereof.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in Period and for a period of two (2) years after termination of the course of his employment hereunder, and during the Post-Employment Period, Agreement 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 the Employee's ’s name or any similar name to, lend Employee's ’s credit to or render services or advice to, any Competitive Business within business whose products or activities directly compete in whole or in material part with the Territory; provided, however, that the Employee may purchase products 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 1934Frankly;
(b) whether for the Employee's ’s own account or for the account of any other Personperson, at any time during the Employment Period and for two (2) years following termination of the Post-Employment PeriodAgreement, solicit business of the same or similar type being carried on by the CompanyFrankly, from any Person person known by the Employee to be have been a customer customer, client, prime contractor, subcontractor or strategic partner of Frankly during the CompanyEmployment Period, whether or not where the Employee had personal contact with such Person person or entity, or learned of such person or entity, during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person (i) at any time during the Employment Period and for two (2) years following termination of the Post-Employment PeriodAgreement, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or contractor of the Company Frankly at any time during the Employment Period or in any manner induce or attempt to induce any employee or contractor of the Company Frankly to terminate his employment or her employment consultancy with the CompanyFrankly; or (ii) at any time during the Employment Period and for two2 years following termination of the Post-Employment PeriodAgreement, interfere with the Company's Frankly’s relationship with any person, including any person who at any time during the Employment Period was an employee, contractorcontractor (prime or sub-), supplier, or customer of the Company;Frankly; or
(d) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Frankly or any of its shareholders, directors, officers, employees, or agents. Similarly, at no time during or after the Employment Period will Frankly disparage the Employee. If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by Employee of such covenant.
Appears in 1 contract
Samples: Employment Agreement (Frankly Inc)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted such Business activities during the prior twelve (12) months, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to (but not more than) one percent 3% of any class of securities of any such 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;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during his employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the CompanyEmployer or its Affiliates, from any Person person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for the Employee's own account or the account of any other Person person and at any time during his employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period Employer or an Affiliate, or in any manner induce induce, or attempt to induce induce, any employee of the Company Employer or its Affiliate to terminate his or her employment with the CompanyEmployer or its Affiliate; or at any time during the Employment Period and the Post-Employment Period, (ii) interfere with the CompanyEmployer's or its Affiliate's relationship with any person, including any person who at any time during the Employment Period Period, was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) above shall not apply if the Employee's employment is terminated by the Employer without Cause, by the Employee for Good Reason or upon a Change of Control. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer in the course of his employment hereundersame or similar business as the business conducted by the Employer; (ii) own, and during the Post-Employment Periodoperate, engage or invest incontrol, ownfinance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name to, lend Employee's credit of its Affiliates in any geographical area in which the Employer or any of its Affiliates conducted or conducts its business (a "Competitive Business"); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at person (i) solicit or induce, directly or indirectly, whether or not for consideration, any time during employee or agent of the Employment Period and Employer to terminate his or her relationship with the Post-Employment Period, solicit, employEmployer, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner (ii) induce or attempt to induce any employee supplier or contractor of the Company Employer to terminate his or her employment adversely change its relationship with the Company; Employer or at any time during the Employment Period and the Post-Employment Period, otherwise interfere with any relationship between the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, suppliers or agentscontractors.
Appears in 1 contract
Samples: Employment Agreement (PGT, Inc.)
Covenants of the Employee. In consideration of continued employment of Employee by Employer, the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he or she will not, directly or indirectly:
(a) during the Employment Period, except in the course of his employment hereunder, Period and during the Post-Employment Period, 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 any business whose products or activities compete in whole or in part with the Employee's name products or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business activities of the Employer within the TerritoryNevada; provided, however, that the 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;
(b) whether for the Employee's own account or for the account of any other Personperson, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the CompanyEmployer, from any Person person known by the Employee to be a customer or vendor of the CompanyEmployer, whether or not the Employee had personal contact with such Person person during and by reason of the Employee's employment with the CompanyEmployer;
(c) whether for Employee’s own account or for the account of any other person, at any time during the Employment Period and the Post-Employment Period, use information obtained while employed by Employer to obtain favorable treatment from any person known by the Employee to be a vendor or supplier of the Employer, whether or not the Employee had personal contact with such person during and by reason of the Employee's ’s employment with the Employer;
(d) whether for the Employee’s own account or the account of any other Person person (i) at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer at any time during the Employment Period (not including a relative of Employee) or in any manner induce or attempt to induce any employee of the Company Employer to terminate his or her employment with the CompanyEmployer; or (ii) at any time during the Employment Period and the Post-Post Employment Period, interfere with the Company's Employer’s relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, suppliervendor, or customer of the Company;Employer; or
(de) at any time during or after the Employment Period and the Post-Employment Period, disparage the Company Employer or any of its shareholders, directors, officers, employees, or agents.
Appears in 1 contract
Samples: Employment Agreement (Tix CORP)
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Company, the The Employee covenants that he he/she will not, directly or indirectly:
(a) during the Employment Non-Compete Period, except without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the course Business in (i) any county in any state, or any county contiguous with a county, in which the Employer or any of his employment hereunderits Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, and during (ii) any county in which the Post-Employment Period, 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 the Employee's name Employer or any similar name to, lend Employee's credit to or render services or advice to, any Competitive Business within the Territoryof its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (but not more than3%) one percent of any class of securities of any such 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;
(b) whether for the Employee's ’s own account or for the account of any other Person, person at any time during his/her employment with the Employment Period Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the PostNon-Employment Compete Period, solicit business Business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the CompanyEmployer or its Affiliates, whether or not the Employee had personal contact with such Person person or entity during and by reason of the Employee's ’s employment with the CompanyEmployer;
(c) whether for the Employee's ’s own account or the account of any other Person person and at any time during his/her employment with the Employment Period Employer or its Affiliates and the PostNon-Employment Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; or at any time during the Employment Period and the Post-Employment Period, interfere with the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;Employer or its Affiliate; or
(d) at any time during after the Employment Period and the Post-Employment Periodtermination of his/her employment, disparage the Company Employer or its Affiliates or any of its shareholders, directors, officers, employees, or agentsagents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.
Appears in 1 contract
Covenants of the Employee. In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits Compensation to be paid or provided to the Employee by the CompanyEmployer, the Employee covenants that he will not, directly or indirectly:
(a) during the Employment Noncompetition Period, except (i) solicit business from, or compete with the Employer for the business of, any customer of the Employer in the course of his employment hereundersame or similar business as the business conducted by the Employer, and during the Post-Employment Period(ii) own, engage or invest inoperate, owncontrol, finance, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control ofadvise, be employed or engaged by, perform any services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, whose activities compete in whole or in any manner connected with, lend part with the Employee's name activities of the Employer or any similar name to, lend Employee's credit of its Affiliates in any geographical area in which the Employer or any of its Affiliates conducted or conducts its business (a "Competitive Business"); or (iii) engage in any practice the purpose or effect of which is to or render services or advice to, any Competitive Business within intentionally evade the Territoryprovisions of this covenant; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one three percent (3%) of any class of securities of any enterprise Competitive Business (but without otherwise participating in the activities of such enterpriseCompetitive Business) 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;; or
(b) whether for the Employee's own account or for the account of any other Person, at any time during the Employment Period and the Post-Employment Period, solicit business of the same or similar type being carried on by the Company, from any Person known by the Employee to be a customer of the Company, whether or not the Employee had personal contact with such Person during and by reason of the Employee's employment with the Company;
(c) whether for the Employee's own account or the account of any other Person at person (i) solicit or induce, directly or indirectly, whether or not for consideration, any time during employee or agent of the Employment Period and Employer to terminate his or her relationship with the Post-Employment Period, solicit, employEmployer, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Company at any time during the Employment Period or in any manner (ii) induce or attempt to induce any employee supplier or contractor of the Company Employer to terminate his or her employment adversely change its relationship with the Company; Employer or at any time during the Employment Period and the Post-Employment Period, otherwise interfere with any relationship between the Company's relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Company;
(d) at any time during the Employment Period Employer and the Post-Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, suppliers or agentscontractors.
Appears in 1 contract
Samples: Employment Agreement (PGT, Inc.)
