NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 13 contracts
Samples: Employment Agreement (Sensus Healthcare, LLC), Employment Agreement (Replidyne Inc), Employment Agreement (Local Matters Inc.)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s 's Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s 's express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s 's Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “"Restricted Territory” " (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 8 contracts
Samples: Consultant Agreement (Allos Therapeutics Inc), Separation Agreement (Allos Therapeutics Inc), Employment Agreement (Allos Therapeutics)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s 's Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s 's express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s 's Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “"Restricted Territory” " (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 6 contracts
Samples: Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 3 contracts
Samples: Employment Agreement (Newlink Genetics Corp), Separation Agreement (Allos Therapeutics Inc), Employment Agreement (Allos Therapeutics Inc)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Confidential Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Confidential Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s Proprietary Confidential Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 2 contracts
Samples: Separation Agreement (Miragen Therapeutics, Inc.), Separation Agreement (Miragen Therapeutics, Inc.)
NO CONFLICTS OR SOLICITATION. I acknowledge that during Due to the nature of my employment position with the Company, I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with learn the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant ’s Proprietary Information which is commercially valuable and of great importance to a manager or executivethe Company. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company employment, I will not, without the Company’s express written consent, not engage in any other employment or business other activity directly that is related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities which that conflict with my obligations to the Company. To protect the Company’s Proprietary InformationIn addition, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after following the termination of my last day of employment with the CompanyCompany for any reason, I will not not, either directly or indirectly, solicit, induce, or encourage (or attempt to do so) any of the Company’s employees or other service providers to leave their employment/engagement, or hire or take away such employees or other service providers, either for myself or for any other person or entity. This restriction includes all those who were employed by or performed services for the Company at any time during the one year period immediately before the date my employment terminated. In addition, during my employment and for a period of one year immediately following the termination of my employment with the Company for any reason, I will not, either directly or indirectly: (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship interfere with the Company Company’s relationships with any of its customers, prospective customers, suppliers, contractors, distribution partners, prospective distribution partners, resellers, or any third party regularly dealing with the Company; or (b) directly solicit, call upon, divert or indirectly solicit actively take away, or attempt to solicit, call upon, divert or take away, for purposes of conducting a business substantially similar to or competitive with the business of Company’s business, any client or customer of the Company (other than on behalf of the Company) ’s customers, prospective customers, suppliers, contractors, distribution partners, prospective distribution partners, or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship other third party regularly dealing with the Company. I agree This restriction includes any customer to which the Company sold any product, or for which the Company performed any service at any time during the one year period immediately before the date my employment terminated, except that the geographic scope of restriction pertaining to the non-solicitation should include Company’s prospective customers only applies if I became familiar with the “Restricted Territory” (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceableprospective customer through my employment.
Appears in 2 contracts
Samples: Executive Employment Agreement (Elevation Oncology, Inc.), Executive Employment Agreement (Elevation Oncology, Inc.)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in enter into any other employment or business activity directly related to for myself or with any other person or entity. I also agree that for the business in which period of my employment by the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to and for one (l) year after the Company. To protect the Company’s Proprietary Information, and because date of the position in the Company that I hold, I agree that during termination of my employment with the Company whether full-I will not, either directly or through others:
(a) solicit, induce or attempt to solicit or induce any person or entity who is currently, or was at any time or part-time and for a during the one (1) year period of one year after time preceding the date my last day of employment terminated with the Company, I will not (a) directly an employee of, independent contractor to, consultant to or indirectly solicit or induce any employee of other service provider to the Company (“Service Provider”), to terminate or negatively alter his or her relationship with the Company or Company; (b) directly hire or indirectly solicit the business of attempt to hire any client or customer Service Provider of the Company (other than on behalf of the Company) as an employee, independent contractor or consultant to or for myself or others; (c) directly solicit or indirectly induce attempt to solicit (i) any clientcustomer to which the Company sold any product, customeror for which the Company performed any service, supplierwithin two (2) years prior to the termination of my employment with the Company; or (ii) any prospective customer that the Company called on at any time within two (2) years prior to the termination of my employment with the Company (collectively, vendor, consultant a “Company Customer”); or independent contractor (d) provide products or services competitive with a product or service of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined below)any Company Customer. If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which such court shall determine it may to be enforceable.
Appears in 1 contract
Samples: Proprietary Information, Inventions Assignment, Non Competition and Non Solicitation Agreement
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment by the Company, I will have access to and knowledge of the Company’s Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that that, during the period of my employment by the Company Company, I will not, without the Company’s express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s Proprietary Information, Information and because of the position in the Company that I holdhold , I agree that that, during my employment with by the Company Company, whether full-time or part-time time, and for a period of one year after my last day of employment with by the Company, I will not directly or indirectly (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company Company, or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf within the scope of my work for the Company) with whom I engaged during the course of my employment with the Company, or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company with whom I engaged to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined belowin Section 5.2). If any restriction set forth in this Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 1 contract
Samples: Merger Agreement (Biomet Inc)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in enter into any other employment or business activity directly related to with any other person or entity engaged in a Restricted Business (as defined below). I also agree that for the business in which period of my employment by the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with and for one (1) year after the date of termination of my obligations to the Company. To protect the Company’s Proprietary Information, and because of the position in employment by the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) not, either directly or indirectly through others, solicit or induce attempt to solicit or hire or attempt to hire any employee employee, independent contractor or consultant of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendorin order to become an employee, consultant or independent contractor of the Company to terminate or negatively alter his, her for any other person or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “entity engaged in a Restricted Territory” Business (as defined below) in a Restricted Territory (as defined below). I agree further that for the period of my employment by the Company and for one (1) year after the date of termination of my employment by the Company I will not, either directly or through others: (a) solicit or attempt to solicit any customer or partner of the Company with whom I had contact during my employment with the Company to purchase a product or service competitive with a product or service of the Company; or (b) provide products or services competitive with a product or service of the Company to any customer or partner of the Company with whom I had contact during my employment with the Company. If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which such court shall determine it may to be enforceable.
Appears in 1 contract
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any other employment or business activity directly related to the business in which the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to the Company. To protect the Company’s Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly solicit or induce any employee of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “Restricted Territory” (as defined below). If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
Appears in 1 contract
Samples: Merger Agreement (Biomet Inc)
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in enter into any other employment or business activity directly related to with any other person or entity engaged in a Restricted Business (as defined below). I also agree that for the business in which period of my employment by the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with my obligations to and for one (l) year after the Company. To protect the Company’s Proprietary Information, and because date of the position in the Company that I hold, I agree that during termination of my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not not, either directly or through others: (a) directly solicit or indirectly attempt to solicit or induce or attempt to induce any employee employee, independent contractor or consultant of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any clientin order to become an employee, customer, supplier, vendor, consultant or independent contractor of the Company or consultant to terminate or negatively alter his, her for any person or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “entity engaged in a Restricted Territory” Business in a Restricted Territory (as defined below); (b) hire or attempt to hire any employee, independent contractor or consultant of the Company as an employee, independent contractor or consultant to or for any person or entity engaged in a Restricted Business in a Restricted Territory; (c) solicit or attempt to solicit any customer or partner of the Company with whom I had contact during my employment with the Company to purchase a product or service competitive with a product or service of the Company; or (d) provide products or services competitive with a product or service of the Company to any customer or partner of the Company with whom I had contact during my employment with the Company. If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which such court shall determine it may to be enforceable.. As used in this Agreement, the terms:
Appears in 1 contract
Samples: Proprietary Information, Inventions, Non Competition and Non Solicitation Agreement
NO CONFLICTS OR SOLICITATION. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. I also acknowledge that during my employment with the Company, I have held and/or will hold a management or executive position or am, or will be, an assistant to a manager or executive. To protect the Company’s Proprietary InformationInformation and Proprietary Rights, I agree that during the period of my employment engagement by the Company I will not, without the Company’s express written consent, engage in enter into any other employment engagement or business activity directly related to with any other person or entity engaged in a Restricted Business (as defined below). I also agree that for the business in which period of my engagement by the Company is now involved or becomes involved, nor will I engage in any other activities which conflict with and for one (l) year after the date of termination of my obligations to the Company. To protect the Company’s Proprietary Information, and because of the position in the Company that I hold, I agree that during my employment engagement with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not not, either directly or through others: (a) directly solicit or indirectly attempt to solicit or induce or attempt to induce any employee Professional of the Company to terminate or negatively alter his or her relationship with the Company or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) or (c) directly or indirectly induce any clientin order to become an employee, customer, supplier, vendor, consultant or independent contractor of the Company or consultant to terminate or negatively alter his, her for any other person or its relationship with the Company. I agree that the geographic scope of the non-solicitation should include the “entity engaged in a Restricted Territory” Business in a Restricted Territory (as defined below);
(b) hire or attempt to hire any Professional of the Company as an employee, independent contractor or consultant to or for any person or entity engaged in a Restricted Business in a Restricted Territory; (c) solicit or attempt to solicit any customer or partner of the Company with whom I had contact during my engagement with the Company to purchase a product or service competitive with a product or service of the Company; or (d) provide products or services competitive with a product or service of the Company to any customer or partner of the Company with whom I had contact during my engagement with the Company. If any restriction set forth in this Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which such court shall determine it may to be enforceable.
Appears in 1 contract
Samples: Proprietary Information, Inventions, Non Competition and Non Solicitation Agreement