Common use of Non-Compete Provisions Clause in Contracts

Non-Compete Provisions. (a) Hunter acknowledges that the covenants he is providing in this Agreement are reasonable and necessary to the protection of the legitimate interests of Fluke and Xxxxxxxxxx and their respective affiliates, subsidiaries and parents, including, but not limited to, the goodwill of Xxxxxxxxxx. Hunter further acknowledges that by virtue of his positions with Xxxxxxxxxx and its subsidiaries and affiliates he has developed considerable expertise in the business operations of Xxxxxxxxxx and its subsidiaries and affiliates. Hunter acknowledges that Fluke and Xxxxxxxxxx and their respective affiliates, subsidiaries and parents would be irreparably damaged and their substantial investment in CSC materially impaired were Hunter to engage in an activity that competes with the business of Fluke, Xxxxxxxxxx or their respective affiliates, subsidiaries and parents in violation of the terms of this Agreement. Accordingly, Hunter acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to him in all respects and that Fluke, in addition to any other remedies which it may have, shall be entitled to obtain injunctive relief, including specific performance, in the event of any actual or threatened breach by Hunter of any of the provisions of this Agreement. (b) Accordingly, Hunter covenants and agrees that for a period of two years immediately following the termination (for any reason or no reason) of Hunter's employment with Fluke or any affiliate or subsidiary thereof (including without limitation Xxxxxxxxxx and CSC) (the "Covenant Period"), within the Market Area, Hunter shall not, directly or indirectly, perform any services for any person or entity engaged in a competing business or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, coventurer or otherwise) in any competing business as defined herein. Hunter agrees that Fluke, Xxxxxxxxxx and their respective affiliates, subsidiaries and parents provide goods and services both at their respective facilities and at the locations of their customers or clients and that, by the nature of their businesses, they operate globally. Notwithstanding the provisions of this Article 3(b), Hunter may own, solely as an investment, not more than one percent (1%) of any class of securities of any corporation that is publicly-traded on any United States national security exchange or reported on the National Association of Securities Dealers Automated Quotation System. In addition, notwithstanding the foregoing, for as long as EGC remains bound by and complies in all respects with the covenant not to compete set forth in Section 1.D. of the Investment Agreement between Calorimetry Sciences Corporation and Energetic Genomics Corporation, dated June 26, 2000, Hunter's ownership of equity in EGC and Hunter's engagement in business activities in connection with EGC substantially similar to those business activities heretofore conducted by Hunter with respect to EGC, shall not be deemed a violation of this Section 3. (c) Hunter acknowledges that, during the Covenant Period, he may engage in any business activity or gainful employment of any type and in any place except as described above. Hunter acknowledges that he will be reasonably able to earn a livelihood without violating the terms of this Agreement.

Non-Compete Provisions. (a) Hunter Xxxxxxxx acknowledges that the covenants he is providing in this Agreement Agreement, are reasonable and necessary to the protection of the legitimate interests of Fluke and Xxxxxxxxxx Xxxx and their respective affiliates, subsidiaries and parents, including, but not limited to, the goodwill good will of Xxxxxxxxxx. Hunter Xxxxxxxx further acknowledges that by virtue of his positions position with Xxxxxxxxxx and its subsidiaries and affiliates Xxxx he has developed considerable expertise in the business operations of Xxxxxxxxxx and its subsidiaries and affiliatesXxxx. Hunter Xxxxxxxx acknowledges that Fluke and Xxxxxxxxxx Xxxx and their respective affiliates, subsidiaries and parents parents, would be irreparably damaged and their its substantial investment in CSC Xxxx materially impaired were Hunter Xxxxxxxx to engage in an activity that competes with the business of FlukeXxxx, Xxxxxxxxxx Fluke or their respective affiliates, subsidiaries and parents in violation of the terms of this Agreement. Accordingly, Hunter Xxxxxxxx acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to him in all respects and that Fluke, in addition to any other remedies which it may have, shall be entitled to obtain injunctive relief, including specific performance, in the event of any actual or threatened breach by Hunter Xxxxxxxx of any of the provisions of this Agreement. (b) Accordingly, Hunter Xxxxxxxx covenants and agrees that during for a period of two three years immediately following from the termination (for any reason or no reason) Effective Time of Hunter's employment with Fluke or any affiliate or subsidiary thereof (including without limitation Xxxxxxxxxx and CSC) the Acquisition, (the "Covenant Period"), within the Market Area, Hunter Xxxxxxxx shall not, directly or indirectly, perform any services for any person or entity engaged in a competing business or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, coventurer or otherwise) in any competing business as defined herein. Hunter Xxxxxxxx agrees that Fluke, Xxxxxxxxxx and their respective affiliates, subsidiaries and parents provide Xxxx provides goods and services both at their respective its facilities and at the locations of their its customers or clients and that, that by the nature of their businessesits business, they operate it operates globally. Therefore, the Market Area shall be defined as anywhere in the world. Notwithstanding the provisions of this Article 3(b6 (b), Hunter Xxxxxxxx may own, solely as an investment, not more than one percent (1%) of any class of securities of any corporation competing business that is publicly-traded on any United States national security exchange or reported on the National Association of Securities Dealers Automated Quotation System. In addition, notwithstanding the foregoing, for as long as EGC remains bound by and complies in all respects with the covenant not to compete set forth in Section 1.D. of the Investment Agreement between Calorimetry Sciences Corporation and Energetic Genomics Corporation, dated June 26, 2000, Hunter's ownership of equity in EGC and Hunter's engagement in business activities in connection with EGC substantially similar to those business activities heretofore conducted by Hunter with respect to EGC, shall not be deemed a violation of this Section 3. (c) Hunter Xxxxxxxx acknowledges that, during the Covenant Period, he may engage in any business activity or gainful employment of any type and in any place except as described above. Hunter Xxxxxxxx acknowledges that he will be reasonably able to earn a livelihood without violating the terms of this Agreement. (d) For purposes of the Agreement, a "competing business" is any business that competes with Xxxx, Fluke or Xxxxxxx or any subsidiary or affiliate thereof, in the research, development, marketing or sale of temperature metrology equipment.

Non-Compete Provisions. (a) Hunter Xxxx acknowledges that the covenants he is providing in this Agreement Agreement, are reasonable and necessary to the protection of the legitimate interests of Fluke and Xxxxxxxxxx and their respective affiliatesand, its subsidiaries and parentsparent, including, but not limited to, the goodwill of Xxxxxxxxxx. Hunter Xxxx further acknowledges that by virtue of his positions position with Xxxxxxxxxx and its subsidiaries and affiliates Xxxx he has developed considerable expertise in the business operations of Xxxxxxxxxx and its subsidiaries and affiliatesXxxx. Hunter Xxxx acknowledges that Fluke and Xxxxxxxxxx and their respective affiliates, its subsidiaries and parents would be irreparably damaged and their its substantial investment in CSC Xxxx materially impaired were Hunter Xxxx to engage in an activity that competes with the business of FlukeXxxx, Xxxxxxxxxx Fluke or their respective affiliates, subsidiaries and parents any subsidiary of Xxxxxxx Corporation in the in violation of the terms of this Agreement. Accordingly, Hunter Xxxx acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to him in all respects and that Fluke, in addition to any other remedies which that it may have, shall be entitled to obtain injunctive relief, including specific performance, in the event of any actual or threatened breach by Hunter Xxxx of any of the provisions of this Agreement. (b) Accordingly, Hunter Xxxx covenants and agrees that during for a period of two three years immediately following from the termination (for any reason or no reason) Effective Time of Hunter's employment with Fluke or any affiliate or subsidiary thereof (including without limitation Xxxxxxxxxx and CSC) the Acquisition, (the "Covenant Period"), within the Market Area, Hunter he shall not, directly or indirectlyindirectly within the Market Area, perform any services for any person or entity engaged in a competing business as defined herein or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, coventurer or otherwise) in any competing business as defined herein. Hunter Xxxx agrees that Fluke, Xxxxxxxxxx and their respective affiliates, subsidiaries and parents provide Xxxx provides goods and services both at their respective its facilities and at the locations of their its customers or clients and that, that by the nature of their businessesits business, they operate it operates globally. Therefore, the Market Area shall be defined as anywhere in the world. Notwithstanding the provisions of this Article 3(b5(b), Hunter Xxxx may own, solely as an investment, not more than one percent (1%) of any class of securities of any corporation competing business that is publicly-traded on any United States national security exchange National Security Exchange or reported on the National Association of Securities Dealers Automated Quotation System. In addition, notwithstanding the foregoing, for as long as EGC remains bound by and complies in all respects with the covenant not to compete set forth in Section 1.D. of the Investment Agreement between Calorimetry Sciences Corporation and Energetic Genomics Corporation, dated June 26, 2000, Hunter's ownership of equity in EGC and Hunter's engagement in business activities in connection with EGC substantially similar to those business activities heretofore conducted by Hunter with respect to EGC, shall not be deemed a violation of this Section 3. (c) Hunter Fluke acknowledges that Xxxx and/or members of his family are currently engaged in a business called ThermoWorks that engages in the sale of low-end temperature measurement equipment. Nothing in this Agreement shall prohibit Xxxx or any company with which he is affiliated from (i) engaging in that business or other businesses so long as they do not conflict with the noncompetition provisions of this Agreement, or (ii) purchasing equipment manufactured or sold by Xxxx or Fluke under reasonable terms and conditions that are agreeable to Xxxx or Fluke. (d) Xxxx acknowledges that, during the Covenant Period, he may engage in any business activity or gainful employment of any type and in any place except as described aboveherein. Hunter Xxxx acknowledges that he will be reasonably able to earn a livelihood without violating the terms of this Agreement.

Non-Compete Provisions. (a) Hunter Xxxxxxxxxx acknowledges that the covenants he is providing in this Agreement are reasonable and necessary to the protection of the legitimate interests of Fluke and Xxxxxxxxxx and their respective affiliates, its subsidiaries and parentsparent, including, but not limited to, the goodwill of Xxxxxxxxxxthe Company. Hunter Xxxxxxxxxx further acknowledges that by virtue of his positions position with Xxxxxxxxxx and its subsidiaries and affiliates the Company he has developed considerable expertise in the business operations of the Company. Xxxxxxxxxx acknowledges that Fluke and its subsidiaries and affiliates. Hunter acknowledges that Fluke and Xxxxxxxxxx and their respective affiliates, subsidiaries and parents parent would be irreparably damaged and their its substantial investment in CSC the Company materially impaired were Hunter Xxxxxxxxxx to engage in an activity that competes with the business of Flukethe Company, Xxxxxxxxxx Fluke or their respective affiliates, subsidiaries and parents in violation of the terms of this Agreement. Accordingly, Hunter Xxxxxxxxxx acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to him in all respects and that Fluke, in addition to any other remedies which that it may have, shall be entitled to obtain injunctive relief, including specific performance, in the event of any actual or threatened breach by Hunter Xxxxxxxxxx of any of the provisions of this Agreement. (b) Accordingly, Hunter Xxxxxxxxxx covenants and agrees that for during a period of two three years immediately following from the termination (for any reason or no reason) Effective Time of Hunter's employment with Fluke or any affiliate or subsidiary thereof (including without limitation Xxxxxxxxxx and CSC) the Acquisition (the "Covenant Period"), within the Market Area, Hunter Xxxxxxxxxx shall not, directly or indirectlyindirectly within the Market Area, perform any services for any person or entity engaged in a competing business or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, coventurer or otherwise) in any competing business as defined herein. Hunter For purposes of this Agreement, a "competing business" is any business that competes with the Company in the research, development, marketing or sale of temperature metrology equipment. Xxxxxxxxxx agrees that Fluke, Xxxxxxxxxx and their respective affiliates, subsidiaries and parents provide goods the Company provides good and services both at their respective its facilities and at the locations of their its customers or clients and that, by the nature of their businessesits business, they operate globallyit operates globally and the Market Area shall therefore be anywhere in the world. Notwithstanding the provisions of this Article 3(b6(b), Hunter Xxxxxxxxxx may own, solely as an investment, not more than one percent (1%) of any class of securities of any corporation competing business that is publicly-traded on any United States national security exchange or reported on the National Association of Securities Dealers Automated Quotation System. In addition, notwithstanding the foregoing, for as long as EGC remains bound by and complies in all respects with the covenant not to compete set forth in Section 1.D. of the Investment Agreement between Calorimetry Sciences Corporation and Energetic Genomics Corporation, dated June 26, 2000, Hunter's ownership of equity in EGC and Hunter's engagement in business activities in connection with EGC substantially similar to those business activities heretofore conducted by Hunter with respect to EGC, shall not be deemed a violation of this Section 3. (c) Hunter Xxxxxxxxxx acknowledges that, during the Covenant Period, he may engage in any business activity or gainful employment of any type and in any place except as described above. Hunter acknowledges that he will be reasonably able to earn a livelihood without violating the terms of this Agreement.described