Non-Compete and Non-Solicitation Covenants. (a) The Executive acknowledges and agrees that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in the Business. The Executive further acknowledges that, in the course of his employment with the Company, he will become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. During the Noncompete Period, he shall not, directly or indirectly, whether for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the Business in the Restricted Territories, other than the Company and its Subsidiaries or except as otherwise directed or authorized by the Board. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, supervisor, employee, agent, consultant or otherwise). Nothing herein will prohibit the Executive from mere passive ownership of not more than five percent (5%) of the outstanding stock of any class of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such entity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
(b) During the Nonsolicitation Period, the Executive will not directly, or indirectly through another Person, solicit, induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or any of its Subsidiaries, or solicit, induce or attempt to induce any person who is, or was during the then-most recent 12-month period, a corporate officer, general manager or...
Non-Compete and Non-Solicitation Covenants. Having acknowledged the statements in subparagraph (a) above, Employee covenants and agrees with the Company and the Affiliated Companies that:
Non-Compete and Non-Solicitation Covenants a. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, (ii) after the Company's termination of this Agreement without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (e) or (f) of Section 5 or (iv) upon the occurrence of a Material Adverse Event (as defined below), Executive will not do any of the following, directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Company Board (which consent shall not be unreasonably withheld):
(1) engage or participate, directly or indirectly, in any business activity competitive with the business conducted by the Company or any of its subsidiaries as of the Effective Time or thereafter (collectively, the "Business");
(2) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity if such portion of such business is competitive with the Business. Notwithstanding the foregoing, Executive may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities competitive with the Business.
b. Except in furtherance of the Company's Business or otherwise on behalf of the Company, Executive will not do any of the following, directly or indirectly, during the Covenant Period without the prior written consent of the Company Board (which consent shall not be unreasonably withheld):
(1) solicit or call on, either directly or indirectly, any customer or supplier with whom the Company or any of its subsidiaries shall have dealt with (x) in the two year period preceding the Effective Time or (y) any time after the Effective Time;
(2) influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company or any of its subsidiaries; or
(3) influence or attempt to influence any person eith...
Non-Compete and Non-Solicitation Covenants. The Employee shall, during the term of this Employment Agreement and for a period of 12 months after the end thereof, refrain from engaging in any activity directly or indirectly competing with the Company and its affiliates within the territory of Switzerland, the European Union, the United Kingdom, Australia, the United States, Canada, Japan and China. In particular, the Employee agrees that he will not: – be partially or fully employed by or independently render services or advise a business that develops, produces, distributes or offers the same or similar products and / or services as the Company and its affiliates or that advises on such products and / or services; – directly or indirectly engage or invest in or establish any such business (whereby a participation in a public company up to 5% of the voting capital shall be regarded as a permissible participation within the terms of this provision); and – solicit, interfere with or endeavor to entice away from the Company or its affiliates any person who is employed by the Company or its affiliates. The Company retains the right to request the Employee to immediately cease any breach of this Non-Compete and Non-Solicitation Covenants and may seek court orders, including interim orders, prohibiting such breaches.
Non-Compete and Non-Solicitation Covenants. (a) Consultant acknowledges and recognizes that prior to and during the Engagement he has been and will be privy to Confidential Information. Accordingly, in consideration of the promises contained herein and the consideration to be received by Consultant hereunder, without the prior written consent of the Company, Consultant shall not, at any time during the Term or within 180 days thereafter directly or indirectly, either alone or as a partner, officer, director, shareholder holding greater than 10% interest, sole proprietor, employee or consultant of any other firm or entity, (i) engage in any Competing Business or (ii) (A) induce, solicit or encourage employment with the Company or any direct or indirect subsidiary thereof to terminate their employment with Company or any such direct or indirect subsidiary, whether or not in connection with commencing employment with a Competing Business or (B) induce or encourage any entity or person with which the Company or any direct or indirect subsidiary thereof has a business relationship to terminate or alter such business relationship. “Competing Business” as used herein is defined as businesses involving Internet radio, Internet advertising, and Internet e-learning.
Non-Compete and Non-Solicitation Covenants. Covenant Not To Compete Employee covenants and agrees that he shall not, during the term of the Employee’s employment with the Company and for a period of one (1) year after termination of Employee’s employment with the Company for any or no reason, alone or in conjunction with any other corporation, firm, partnership, person, venture or other entity, directly or indirectly, engage in the design, manufacture, sale or distribution of any products of the type designed, manufactured, sold or distributed by the Company during the period beginning twelve months prior to the date of termination of his employment with the Company, in any geographic area in which the Company was engaged in such business during such period.
Non-Compete and Non-Solicitation Covenants. (a) Except as otherwise set forth herein, Global agrees and covenants that for a period of 18 months following the date of this Agreement, Global will not directly or indirectly engage in any business that is competitive with the business of utlizing an open-source ASP platform (i.e., using non-proprietary software to provide applications and other computing resources remotely over a network) to provide customized Internet solutions to small (under 150 employees) or medium size (150 - 10,000 employees) businesses (the "Business"). This covenant shall apply to the geographic area that includes Latin America which is defined as including South America, Central America, Mexico and the Carribean Basin. "Directly or indirectly engaging in any business that is competitive" includes, but is not limited to: (i) engaging in a business as an owner, partner, agent or service provider, (ii) becoming an employee or agent of, or otherwise rendering services to or on behalf of, any third party that is engaged in such business, (iii) obtaining any interest in, whether financial or otherwise, directly or indirectly, any such business, or (iv) soliciting any customer of Surge for the benefit of a third party that is engaged in such business. Global agrees that this non-compete provision will not adversely affect Global's computer distribution or other businesses. Notwithstanding the foregoing, Surge expressly acknowledges and agrees that Global may serve as an agent for any third party with respect to such third party's open-source ASP business, and Global may continue to provide any service, including any service related to the Business, that it currently provides to the following entities: Sed Internacional de Colombia, Bloomsexpress, Hilacol, Nacional de Chocolates, Colcafe, Corfivalle. In addition, Surge further acknowledges and agrees that the provisions of subdivisions (i) and (iii) above shall not preclude Global from owning less than 5% of the equity securities of a publicly owned entity, as a passive investor. Global recognizes that the Proprietary Property is a special and unique asset of Surge and its successors and needs to be protected from improper disclosure.
(b) Surge and its affiliates and designees, specifically including SolaWorks, Inc. ("SolaWorks"), hereby covenant and agree to negotiate in good faith with Global to enter into a reseller or similar agreement, containing such commercially reasonable terms as are in accord with industry standard and upon ...
Non-Compete and Non-Solicitation Covenants. 4.01 Non-Competition and Non-Solicitation. Employee acknowledges that it may be very difficult for her to avoid using or disclosing the Confidential Information in violation of Article Three above in the event that she is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which she is employed by the Employer. Accordingly, Employee agrees that she will not, during the term of employment with Employer and for a period of one (1) year after the termination of such employment, irrespective of the time, manner or cause of such termination, directly or indirectly (whether or not for compensation or profit):
(1) Engage in any business or enterprise the nature of any part of which is competitive with any part of that of the Employer (a "Prohibited Business"); or
(2) Participate as an officer, director, creditor, promoter, proprietor, associate, agent, employee, partner, consultant, sales representative or otherwise, or promote or assist, financially or otherwise, or directly or indirectly own any interest in any person or entity involved in any Prohibited Business; or
(3) Canvas, call upon, solicit, entice, persuade, induce, respond to, or otherwise deal with, directly or indirectly, any individual or entity which, during Employee's term of employment with the Employer, was or is a customer or supplier, or proposed customer or supplier, of the Employer whom Employee called upon or dealt with, or whose account Employee supervised, for any of the following purposes:
(a) to purchase (with respect to customers) or to sell (with respect to suppliers) products of the types or kinds sold by the Employer or which could be substituted for (including, but not limited to, rebuilt products), or which serve the same purpose or function as, products sold by the Employer (all of which products are herein sometimes referred to, jointly and severally, as "Prohibited Products"), or
(b) to request or advise any such customer or supplier to withdraw, curtail or cancel its business with the Employer; or
(4) For herself or for or through any other individual or entity call upon, solicit, entice, persuade, induce or offer any individual who, during Employee's term of employment with the Employer, was an employee or sales representative or distributor of the Employer, employment by, or representation as sales agent or distributor for, any one other than the Employer, or request or advise any such employee or sales agent or distri...
Non-Compete and Non-Solicitation Covenants. 7.1 The Executive recognizes that there is strong competition in the business sector in which the Company operates and that, in the course of its employment with the Company, it will acquire in the future a thorough knowledge of the Company's operations, products and activities, business sector and business methods.
7.2 The Executive further acknowledges and agrees that, in light of the foregoing, he would have an unfair advantage and would be able to cause the Company serious and irreparable harm in the event that, after termination of his employment with the Company, he would compete with the Company, or solicit customers or employees
Non-Compete and Non-Solicitation Covenants. The Employee shall, during the term of this Employment Agreement and for a period of 1 year after the end thereof, refrain from engaging in any activity directly or indirectly competing with the Company and its affiliates world-wide in the field of (i) weight loss or weight management programs, services and/or other similar activities, including, but not limited to, the business of creating, developing, marketing, maintaining and/or managing an electronic, digital, internet, webbased or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (ii) behavioral change management toward healthy eating. In particular, the Employee agrees that he will not: Employment Agreement by and between Xxxxxxx-Xxxxxxx Xxxxxx and WW (SWITZERLAND) SA — be partially or fully employed by or independently render services or advise a business that develops, produces, distributes or offers the same or similar products and / or services as the Company and its affiliates or that advises on such products and / or services; — directly or indirectly engage or invest in or establish any such business (whereby a participation in a public company up to 3% of the voting capital shall be regarded as a permissible participation within the terms of this provision); and — solicit, interfere with or endeavor to entice away from the Company and its affiliates any person who is employed by the Company or its affiliates. The Company retains the right to request the Employee to immediately cease any breach of this Non-Compete and Non-Solicitation Covenants and may seek court orders, including interim orders, prohibiting such breaches.
