Executives Restrictive Covenants Sample Clauses

Executives Restrictive Covenants. As a paramount inducement to Syntro to enter into this Executive Employment Agreement and to agree to pay to the Executive his (her) regular compensation, bonuses and the other payments and fringe benefits provided hereunder, and in view of the Executive's services and his (her) access to the confidential information described above, the Executive agrees that during the period of his (her) employment by Syntro and for a period of 12 months after termination of his (her) employment, for any reason whatsoever with Syntro, other than a Syntro Cause or by Syntro without Executive Cause, or the balance of the time remaining of such original stated period from the date of the entry by a court of competent jurisdiction of a final non-appealable judgment or order enforcing the subject covenant, the Executive will not, directly or indirectly, on his (her) own account, or as an employee, consultant, adviser, partner, co-venturer, owner, member, manager, officer, director or stockholder of any other person, firm, partnership, limited liability company, or corporation: (i) conduct, engage in, be connected with, or directly aid or assist as a member of or consultant to management anyone else to engage in, a business directly competitive with the vaccine product line of Syntro throughout the United States of America, its territories, possessions, protectorates and commonwealths; so long as and provided Syntro products are sold in the territory described above during said applicable period of time (the foregoing is not intended to preclude the Executive from pursuing other opportunities in the animal health industry); nor (ii) during such time, directly or indirectly, sell or solicit sales for products competitive with those of Syntro, or to service, consult with, divert, take away, transfer or interfere with any of the collaborative partners or customers of Syntro; nor (iii) during such time, directly or indirectly, for himself (herself) or on behalf of any other person or entity in which he (she) shall have any direct or indirect business or employment interest (collectively an "affiliated entity"), induce or attempt to induce any present or future management or other key employee of Syntro to leave the employ of Syntro and/or to seek or accept employment with the Executive or any affiliated entity, nor shall he (she) negotiate with any such employee in the employ of Syntro with respect to such person's present or future employment outside of Syntro. However, nothing h...
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Executives Restrictive Covenants. Executive’s employment with the Company is conditioned upon his signing the Company’s Intellectual Property and Confidentiality Agreement (“IPCA”), a copy of which is attached as Exhibit A to this Agreement.
Sample 1
Executives Restrictive Covenants. 7.1 Executive acknowledges that during the course of Executive’s employment with Shire, Executive will receive and have access to Confidential Information and Executive will also receive and have access to detailed employee data and information relating to the operations and business of Shire and accordingly, Executive is willing to enter into the covenants described in this Section 7 in order to provide Shire with what Executive considers to be reasonable protection for those interests. 7.2 Executive covenants and agrees that during the Employment Period and for a period of one year following the date on which the Notice of Termination is provided (which period shall be inclusive of the Notice Period (as defined in Section 9.1 below)) (collectively, the “Restricted Period”), regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, engage in any business or activity or render service, whether as principal, agent, officer, director, employee, consultant or otherwise, with or to any person, business, corporation or other entity that engages in the research, development, production, licensing, marketing, sale or supply of any product or service that is similar in kind, type or purpose to any product or service offered in or under development by Shire at any time during Executive’s last 12 months of active employment with Shire (“Restricted Business”); provided however, that this Section 7.2 shall not prohibit Executive from acquiring, solely as an investment and through open market purchases, securities of any entity which are publicly traded, so long as Executive is not part of any control group of such entity, and such securities do not constitute more than five percent (5%) of the outstanding voting power of that entity. 7.3 During the Restricted Period, regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, solicit, divert, or attempt to solicit or divert, or accept Restricted Business from, any customer or account, or prospective customer or account, of Shire with whom Executive or those employees who reported, directly or indirectly, to Executive had contact at any time during the last 12 months of Executive’s active employment with Shire. 7.4 During the Restricted Period, regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, solicit, or assist or encourage the solicit...
Sample 1
Executives Restrictive Covenants. As an inducement to Wave to enter into this Employment Agreement and to agree to pay to the Executive his regular compensation, bonuses and other payments and fringe benefits provided hereunder, and in view of the Executive's services and his access to confidential information, Executive agrees that during the period of his employment by Wave and for a period of 12 months after termination of this employment, for any reason other than a Wave Cause or by Wave without Executive Cause, the Executive will not, directly or indirectly, on his own account, or as an employee, consultant, adviser, partner, co-venturer, owner, member, manager, officer, director or stockholder of any other person, firm, partnership, limited liability company, or corporation: (i) conduct, engage in, be connected with, or directly aid or assist as a member of or consultant to management anyone else to engage in, a business directly competitive with Wave throughout the United States of America, (ii) during such time, directly or indirectly, for himself or on behalf of any other person or entity in which he shall have any direct or indirect business or employment interest (collectively an "affiliated entity"), induce or attempt to induce any present or future management or other key employee of Wave to leave the employ of Wave and/or to seek or accept employment with the Executive or any affiliated entity, nor shall he negotiate with any such employee in the employ of Wave with respect to such person's present or future employment outside of Wave. Nothing herein contained shall prevent the Executive from purchasing and owning stock in any corporation listed on any stock exchange or traded in the over-the-counter market provided such purchases shall not result in the Executive owning in the aggregate directly or beneficially, five percent (5%) or more of the equity securities of any corporation or other entity engaged in a business which is competitive to that of Wave. The Executive further agrees that, in view of the present scope of Wave's business activities, the time periods, territory and scope of activities specified above describe the minimum reasonable time, area and scope of activities necessary to protect Wave and its successors and assigns, in the use of the good will of the business to be conducted by Wave, and therefore he agrees that Wave, in case of violation of this Paragraph 9(b), may have injunctive relief, without bond (but upon due notice) in addition to such other rel...
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Executives Restrictive Covenants. A. Jabil is the owner and possessor of numerous trade secrets and highly-sensitive business information about its finances, operations, business development / acquisition / divestiture / merger methods and strategies, customers (and potential customers), vendors (and potential vendors), employees, contractors and consultants and other matters that could be valuable to Jabil’s competitors. Executive is in possession of such sensitive information acquired during his Jabil employment and, further, he has developed valuable contacts and relationships with Jabil customers (and potential customers), vendors (and potential vendors), acquisition targets and representatives, employees, contractors and consultants. Therefore, commencing on the Separation Date and continuing until December 31, 2019, Executive will not, without the prior written consent of Jabil: i. Be employed by, be engaged as a consultant or contractor to or agent for, sit on the board of directors of, or otherwise in any capacity provide services, information or advice to: (a) Benchmark Electronics, Inc.; Celestica, Inc.; Flextronics International Ltd.; Foxconn/Hon Hai Precision Industry Company, Ltd.; Plexus Corp., Sanmina-SCI, Wistron Corporation, Catcher Technology Co., Ltd., Gerresheimer AG, Quanta Computer, Inc., Zeniya Aluminum Engineering, Ltd., HE Xxxxx Precision Metal (Suzhou) Co., Ltd., Jie Shun Electronics, Ltd., Kunshan Hanwei Automation Equipment Co., Ltd., Kunshan Jinqunli Precision Components Co., Ltd., Langfang Company, Ltd., Xxxx Xxxx / Mega Precision Technology Limited; Suzhou HiSen Precision Machinery, Suzhou Jieshun Hardware Co., Ltd., Suzhou Xxxx Xxx Technology Co., Ltd., XJS Electronics Manufacturing Company Ltd., Zechang Technology (Shenzhen) Co., Ltd., BYD Company, Ltd., Hi-P (Shanghai) Metal Industries Co., Ltd.; and Pegatron Corporation, or any of their current or future parents, subsidiaries, divisions, or direct or indirect affiliates (“affiliates” to include any entity in which the named entity has or from time to time may have a majority equity interest), or (b) any company, business or enterprise, or any of their current or future parents, subsidiaries, divisions, or direct or indirect affiliates (“affiliates” to include any entity in which the named entity has or from time to time may have a majority equity interest), including self-employment, that competes with Jabil’s global business operations now or which may become part of Jabil prior to December 31, 2019. Exe...
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Executives Restrictive Covenants. As a condition to, and in consideration of, Company's obligations to pay the amounts set forth in paragraph "2" of this above, Executive agrees to comply with the restrictive covenants set forth in Section 12 of the Employment Agreement, and the provisions of the Employment Agreement that specifically survive termination of the Employment Agreement.
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Executives Restrictive Covenants 
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Related to Executives Restrictive Covenants

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Reasonableness of Restrictive Covenants (a) Executive acknowledges that the covenants contained in Sections 8.1 and 8.2 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement. (b) The Company and Executive have each consulted with their respective legal counsel and have been advised concerning the reasonableness and propriety of such covenants. Executive acknowledges that his observance of the covenants contained in Sections 8.1 and 8.2 will not deprive him of the ability to earn a livelihood or to support his dependents.

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