Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx Zimmer or any of its affiliates in the United States of America or any of the countries in which Xxxxxx Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under Except as otherwise set forth in this letter agreementParagraph 5, you agree thatwill not, for a the period commencing beginning on the date of your execution of this letter agreement hereof and ending on the date which is one year after the consummation earlier of the Spin-Off you will notTermination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, independent contractoror in any other individual or representative capacity, consultant engage in or otherwise)become interested in any business (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%) of the listed and outstanding capital stock of any publicly traded company; (b)solicit or entice or attempt to solicit or entice away from Sona any of the employees of Sona to enter into employment or services with any person, business, firm or corporation other than for employment within Xxxxxx Sona; or its affiliates in conjunction with (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the IPO last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliatesSona chooses not to seek an engagement from such potential client, any person who is employed or otherwise engaged on Consultant shall be free to introduce such client to another possible solution provider including a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx)competitor of Sona. You understand and agree In the event that a breach by you the provisions of this paragraph would Section 5 should ever be a material breach deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of your obligations under this letter agreement, Agreement and that, if but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any amounts have been provided to you under breach of the terms of this letter agreement prior to any such breachforegoing covenants will be inadequate; and (z) Sona, in addition to any other remedy that may be relief available to Xxxxxxx-Xxxxx Squibb it, shall be entitled to temporary and permanent injunctive relief in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriatethe event Consultant violates any of the terms of this Section 5.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the Xxxx X. Xxxxxxxx February 21, 2001 Page 6 business of Xxxxxx Zimmer or any of its affiliates in the United States of America or any of the countries in which Xxxxxx Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the Xxxx X. Xxxxxxxx February 21, 2001 Page 6 business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriate.