Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees that during the course of such Executive's association with the Company or any of its Subsidiaries, the Executive has had the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Closing Date, the Executive covenants and agrees to comply with the terms and provisions set forth in this Section 9.
Non-Compete; Non-Solicitation; Non-Disparagement. (a) During the term of the Executive’s employment and/or service with the Company and during the 24-month period following the date of termination thereof (the “Restricted Period”), regardless of the reason for such termination and regardless of whether the termination is initiated by the Company or Executive, the Executive shall not, directly or indirectly, engage in any manner or capacity (including without limitation as a proprietor, owner, principal, agent, partner, officer, director, employee, member of any association, consultant or otherwise) in any Company Business (as defined below) in the Territory (as defined below). For purposes of Sections 7 through 9 hereof, (i) “
Non-Compete; Non-Solicitation; Non-Disparagement. Executive agrees that:
Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Parties acknowledge and agree that the Business is intensely competitive. In connection with the Executive’s operation of the Business the Executive will gain specialized knowledge of the Business and additionally based on the Company’s promise to provide the Executive Trade Secrets and other Confidential Information and associated goodwill, which is not generally publicly available, and that the disclosure of those Trade Secrets and Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage to the Company. The Parties acknowledge and agree that by virtue of the Executive’s specialized knowledge in the Business and the employment relationship with the Company contemplated by this Agreement, the Executive’s services will be of special, unique, and extraordinary value to the Company. Therefore, as an inducement to enter into this Agreement and ancillary to the Company’s promise to continue to provide Confidential Information, Trade Secrets, and Work Product in exchange for the Executive’s promise not to disclose the same and in order to protect the Company’s legitimate business interests, the Executive agrees that during the Employment Period and continuing until the first (1st) anniversary after the Termination Date regardless of the reason for termination (collectively, the “Restricted Period”) (subject to automatic extension by one day for each day the Executive is in violation of this Section 9(a)), he shall not, directly or indirectly, or through third-parties, or in any manner for herself or others, whether or not for profit, anywhere within the Restricted Area:
Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, in the course of employment with the Company and/or its affiliates, he has and will become familiar with the Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the Company and its predecessors and affiliates and that his services have been and will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the Employment Period and for one (1) year thereafter (collectively, the “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the “Business”), within any Restricted Territory. As used in this Agreement, the term “
Non-Compete; Non-Solicitation; Non-Disparagement. (a) You acknowledge that, in the course of your employment with the Company, you will become familiar with the Company’s and its Affiliates’ trade secrets and with other Confidential Information concerning the Company and its Affiliates and that your services will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, you agree that, during the Restriction Period (as defined in Section 8(b) below), you will not (x) anywhere the Company or any of its Affiliates conducts business or (y) anywhere the Company or any of its Affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity:
Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration of the compensation to be paid to Consultant and the Xxxxxx hereunder, Consultant and the Xxxxxx acknowledge that in the course of Services that they have, and will continue to, become familiar with the Company’s and its Affiliates’ trade secrets, methods of doing business, business plans and other valuable Confidential Information concerning the Company and its Affiliates and their customers and suppliers and that Consultant’s and the Xxxxxx’ services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Consultant and the Xxxxxx agree that, so long as Consultant is providing Services and continuing for 24 months thereafter, Consultant and the Xxxxxx will not, directly or indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in the case of the Xxxxxx, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that Consultant or the Xxxxxx acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control, participate in, provide financing to, consult with, or render services for, any other Person that, directly or indirectly, engages in the Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, partner, member, stockholder or otherwise) in any business (regardless of the form in which conducted) which is, directly or indirectly, engaged in the Business; provided, nothing herein will prohibit Consultant or the Xxxxxx from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, and nothing herein will prohibit Consultant or the Xxxxxx from passive investments in any privately held corporation or other entity which does not engage in the Business. The term “
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that during the course of the Executive’s employment with the Company, the Executive will have the opportunity to develop relationships with existing employees, customers and other business associates of the Company which relationships constitute goodwill of the Company, and agrees not to misappropriate such goodwill. Accordingly, the Executive agrees as follows:
Non-Compete; Non-Solicitation; Non-Disparagement. (a) During the term of the Employee’s employment and/or service with the Company and until the later of (i) the 36-month anniversary of the Company’s initial public offering or (ii) the 24-month anniversary of the date of termination of the Employee’s employment with the Company (the “Restricted Period”), regardless of the reason for such termination and regardless of whether the termination is initiated by the Company or Employee, the Employee shall not, directly or indirectly, engage in any manner or capacity (including without limitation as a proprietor, owner, principal, agent, partner, officer, director, employee, member of any association, consultant or otherwise) in any Company Business (as defined below) in the Territory (as defined below). For purposes of Sections 1 through 3 hereof, (i) “
