Common use of Limitations on Competition Clause in Contracts

Limitations on Competition. You hereby agree, in consideration of the Company’s agreement to engage you as a consultant hereunder and your compensation for services rendered to the Company and in view of the confidential position to be held by you, and the confidential nature and proprietary value of the information which the Company may share with you, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: Except as otherwise indicated in this Agreement, you shall not, without the prior written consent of the Company: (i) For yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Company’s Field of Interest, or in any other business in which you have any direct operating or scientific responsibility, as a consultant, employee or otherwise, in the Company’s Field of Interest anywhere in the world (hereinafter, the “Restricted Territory”), except that nothing contained herein shall preclude you from purchasing stock in any such competitive business if such stock is publicly traded, and provided that your holdings do not exceed three (3%) percent of the issued and outstanding capital stock of such business. (ii) Either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Company’s Field of Interest with the Company or any present or future parent, subsidiary or other affiliate of the Company which is engaged in the Company’s Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Company’s Field of Interest (or similar offering of services), located within the Restricted Territory. (iii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees or of consultants to the Company or any present or future parent, subsidiary or affiliate of the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason. You further recognize and acknowledge that (i) the types of employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent your principal salable asset both to the Company and to your other prospective employers, and (ii) the specific but broad geographical scope of the provisions of this paragraph is reasonable, legitimate and fair to you in light of the Company’s need to perform its research and to develop and market its services and develop and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which you are qualified to earn your livelihood. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this section is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. The limitations on competition contained in this Section 5 shall continue during the Term, as defined in Section 6 below, and for a period of twelve (12) months following the termination of the Term.

Limitations on Competition. You hereby agree, in consideration of the Company’s agreement to engage you as a consultant hereunder and your compensation for services rendered to the Company and in view of the confidential position to be held by you, and the confidential nature and proprietary value of the information which the Company may share with you, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: Except as otherwise indicated in this Agreement, you shall not, without the prior written consent of the Company: (i) For yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Company’s Field of Interest, or in any other business in which you have any direct operating or scientific responsibility, as a consultant, employee or otherwise, in the Company’s Field of Interest anywhere in the world (hereinafter, the “Restricted Territory”), except that nothing contained herein shall preclude you from purchasing stock in any such competitive business if such stock is publicly traded, and provided that your holdings do not exceed three (3%) percent of the issued and outstanding capital stock of such business. (ii) Either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Company’s Field of Interest with the Company or any present or future parent, subsidiary or other affiliate of the Company which is engaged in the Company’s Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Company’s Field of Interest (or similar offering of services), located within the Restricted Territory. (iii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees or of consultants to the Company or any present or future parent, subsidiary or affiliate of the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason. You further recognize and acknowledge that (i) the types of employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent your principal salable asset both to the Company and to your other prospective employers, and (ii) the specific but broad geographical scope of the provisions of this paragraph is reasonable, legitimate and fair to you in light of Of the Company’s need to perform its research and to develop and market its services and develop and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s ’s; business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which you are qualified to earn your livelihood. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this section is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. The limitations on competition contained in this Section 5 shall continue during the Term, as defined in Section 6 below, and for a period of twelve (12) months following the termination of the Term.

Limitations on Competition. You hereby agree, in consideration of the Company’s agreement to engage you as a consultant hereunder and your compensation for services Services rendered to the Company hereunder and in view of the confidential position to be held by you, and the confidential nature and proprietary value of the information which the Company may share with you, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: : (a) Except as otherwise indicated expressly set forth in this Agreement, you shall not, without the prior written consent of the Company: (i) For yourself Either individually or on behalf of any otherfor-profit third party, directly or indirectly, either as principal, agent, stockholder, owner, employee, consultant, representative or in any other capacity, ownconduct any activities in the Company’s Field of Interest (including as a consultant, manageemployee, operate advisor or controlboard member) with any for-profit third party involved, or be concernedto any extent, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Company’s Field of Interest, or in any other business in which you have any direct operating or scientific responsibility, as a consultant, employee or otherwise, in the Company’s Field of Interest anywhere in the world (hereinafter, the “Restricted Territory”), nor shall you have any ownership interest in any for-profit third party that is involved, to any extent, in the Company’s Field of Interest in the Restricted Territory, except that nothing contained herein shall preclude you from purchasing owning stock in any such competitive business for-profit third party if such stock is publicly traded, and provided that your holdings do not exceed three (3%) percent of the issued and outstanding capital stock of such businessfor-profit third party. (ii) Either individually or on behalf of or through any for-profit third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Company’s Field of Interest or otherwise with the Company or any present or future parent, subsidiary or other affiliate of the Company which is engaged in the Company’s Field of Interest, any joint venture or collaborative research partnerspartner, customers customer or patrons patron of the Company, or any prospective customers customer or patrons patron of the Company with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Company’s Field of Interest (or similar offering of services)Interest, located within the Restricted Territory. (iii) Either individually or on behalf of or through any for-profit third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or of consultants to the Company or any present or future parent, subsidiary or affiliate of the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason. (iv) As used in this Section 5, “for-profit third party” shall not include the Xxxx-Xxxxxx Cancer Institute (“DFCI”) or any other academic, hospital, governmental or not-for-profit institution or entity that employs you or for which you consult or otherwise provide services, now or in the future, including the Broad Institute, Harvard University, Stanford University and the Xxxxxx Xxxxxx Medical Institute (collectively, “Institutions”). For clarity, this Section 5 shall not apply to any seminars, talks or other educational activities you may undertake in your capacity as an employee or consultant of an Institution, provided that you comply with the other terms of this Agreement. (b) You further recognize and acknowledge that (i) the types of employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent your principal salable asset both to the Company and to your other prospective employers, and (ii) the specific but broad geographical scope of the provisions of this paragraph is reasonable, legitimate and fair to you in light of the Company’s need to perform its research and to develop and market its services and develop and sell its products in a large geographic area in order to have grow and maintain a sufficient customer base to make the Company’s business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which you are qualified to earn your livelihood. . (c) If any part of this section Section 5 should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this section is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. The limitations on competition contained in this . (d) This Section 5 shall continue during the Term, as defined in Section 6 below, Term and for a period of twelve (12) months following the expiration or termination of the Term, unless this Agreement is terminated by you pursuant to Section 6(c) (Termination for Material Breach).