Non-Competition and Confidentiality Agreement. (a) For a period of five (5) years after the Closing Date (or, with respect to each Shareholder, such longer period of time as may be indicated in any employment, consulting or other agreement with the Purchaser or CDL), the Shareholders and the Seller will not directly or indirectly:
(i) engage in the small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries of either thereof, in the State of Florida;
(ii) call upon any person who is, at that time, an employee of the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL;
(iii) call upon any person or entity (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Purchaser or CDL (including the subsidiaries of either thereof) or (y) which was a customer of the Seller in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in competition with the Purchaser or CDL anywhere in the United States; or
(iv) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Business. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data relating to the Business including, without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders or the Seller do not directly or indirectly cause such information to enter the public domain. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Shareholder from acquiring, as an investment, not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.
(b) The Shareholders and the Seller acknowledge that the restrictions contained in this Section 5.2 are reasonable and necessary to protect the legitimate interests of the Purcha...
Non-Competition and Confidentiality Agreement. The Executive acknowledges the Company's reliance and expectation of the Executive's continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company, the Executive hereby agrees to be bound by the terms of the Noncompetition and Confidentiality Agreement, and is acknowledged by the Executive's signature on this Employment Agreement. To induce Telkonet Communications, Inc., a Delaware corporation ("Telkonet") to employ the Employee pursuant to this Employment Agreement, the Employee agrees that for the term of the Employment Agreement and a period of One (1) year following termination of the Employment Agreement (the "Noncompetition Period"), he will not (a) Participate In (as hereinafter defined) any other business or organization which at any time during the Noncompetition Period is engaged in the same business as or in competition with Telkonet within the geographic confines of the markets where Telkonet's products are sold or targeted; (b) directly or indirectly solicit for business any person or enterprise that at any time during the two (2) year period preceding the date of termination of the Employment Agreement was a customer of Telkonet; or (c) directly or indirectly employ any person who, at any time during the two (2) year period preceding the date of termination of the Employment Agreement was, or during the Noncompetition Period is, an employee of Telkonet. As used in this Agreement, "Participate In" shall mean "directly or indirectly, for his own benefit or for, with, or through any other person or entity, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in;" provided, nothing contained herein shall prohibit the Employee from owning, directly or indirectly up to 5.0% of the outstanding voting securities of any company, the securities of which are traded on a national securities exchange or listed for quotation on an automated system of quotation. In consideration of the execution, delivery and performance of this Noncompetition Agreement by the Employee, Telkonet has executed the Employment Agreement, which confers a substantial economic benefit upon the Employee. Notwithstanding anything in this Noncom...
Non-Competition and Confidentiality Agreement. (a) During the period of time beginning on the Closing Date and ending on the third (3rd) anniversary thereof (as may be extended below, the “Restricted Period”), Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly: (x) anywhere in the United States, engage in a business or activity that is in direct competition with any material aspect of the Business; or (v) solicit the services in any capacity of any Restricted Person except pursuant to a general solicitation which is not directed specifically to any Restricted Persons, in each case, whether or not Seller’s relationship with such Person predated Seller’s ownership of the Group Assets, provided, however, that nothing in this Section 6.03(a) shall prevent Seller or any of its Subsidiaries from (i) hiring any individual whose employment with Buyer has been terminated by Buyer, (ii) after 180 days from the date of termination of employment, hiring any individual whose employment with Buyer has been terminated by such individual or (iii) providing maintenance of customer equipment pursuant to arrangements with customers of the Seller or its Subsidiaries (other than the Group Companies).
(b) Seller acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and that any breach by Seller or its Subsidiaries of any provision hereof will result in irreparable injury to Buyer. Any breach or alleged breach of this Agreement by Buyer shall not be a defense to the enforcement of this Section 6.03. Seller acknowledges that, in addition to all remedies available at Law, Buyer shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Buyer shall not be required to post any bond or other security or to prove actual damages therefrom, in connection with any proceeding to enforce the provisions of this Section 6.03. Each of the covenants contained in this Section 6.03 shall be deemed a series of separate covenants in each jurisdiction in which the enforcement thereof is sought, and should a court of competent jurisdiction determine any of the restrictive covenants is not enforceable in such jurisdiction, such determination shall not affect the enforceability of these restrictive covenants in any other jurisdict...
Non-Competition and Confidentiality Agreement. The terms of this Agreement are contingent upon Employee’s execution of a Non-Competition and Confidentiality Agreement in the form attached hereto as “Exhibit B” to this Agreement. Employee’s failure to execute the Non-Competition and Confidentiality Agreement on or before this Agreement’s Effective Date will invalidate this Agreement.
Non-Competition and Confidentiality Agreement. In consideration of the Option granted herein, the Employee agrees to be bound by the Restrictive Covenants as set forth Schedule A to this Agreement.
Non-Competition and Confidentiality Agreement. (a) Subject to the following sentence, Executive will not, during the Term, and for a period of twelve (12) months immediately following the termination of this Agreement, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or in any way engage in business for himself or for others, in competition with the Company within a 200-mile radius of any equipment rental location owned by the Company during the Term. If this Agreement is terminated by reason of the provisions of paragraph 6(a)(iii) (excluding termination by Executive for Disability pursuant to clause (C) of such paragraph), Executive shall not be subject to any non-competition or similar restrictions whatsoever following termination of this Agreement. During and after the Term, Executive shall not knowingly, without the prior written consent of the Company which consent shall not be unreasonably withheld, use for his own benefit or disclose to any person, company, partnership, corporation or business for any reason or purpose whatsoever, any confidential information of the Company. For the purposes hereof, confidential information will not include any information which is in the public domain or known to other unrelated parties in the Company's industry other than as a result of Executive's breach of this provision.
(b) Because of the difficulty of measuring economic losses to the Company as a result of breach by Executive of the foregoing covenants, and because of the immediate and irreparable damage that might be caused to the Company for which it would have no other adequate remedy, Executive agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Company by injunctions and restraining orders.
(c) The parties agree that the covenants in this paragraph 3 impose a reasonable restraint on Executive in light of the activities and business of the Company on the date of his Agreement, and the Company and Executive intend that such covenants shall subsequently be construed and enforced in light of the activities and business of the Company on the date of the termination of the employment of Executive.
(d) The covenants in this paragraph 3 are intended to be severable an...
Non-Competition and Confidentiality Agreement. For a period of five (5) years after the Closing Date, neither Seller nor its Affiliates will, directly or indirectly, anywhere in the continental United States engage in the designing, developing, manufacturing or marketing of respiratory care and related products; provided, however, that Seller and/or any of its Affiliates may only manufacture (but not sell or market) components of respiratory care and related products for unrelated companies. The Seller shall not at any time after the Closing use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Division. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data currently held by the Division and relating exclusively to the Division including, without limitation, customer and supplier lists, formulae, trade know-how processes, secrets, consultant contract, pricing information, marketing plans and respiratory product development plans to the extent not in the public domain or otherwise publicly available or used by Seller of its Affiliates in their own businesses and which relate to products other than those of the Division. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as neither the Seller nor its Affiliates directly or indirectly wrongfully causes such information to enter the public domain following the Closing Date. The Seller acknowledges that the restrictions contained in this Section 7.8 are reasonable and necessary to protect the legitimate interests of the Purchaser and that any breach by the Seller of any provision hereof will result in irreparable injury to the Purchaser. The Seller acknowledges that, in addition to all remedies available at law, the Purchaser shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. The Purchaser shall not be required to post any bond or other security in connection with any proceeding to enforce this Section 7.8. Without limiting the generality of Section 11.4, the provisions of this Section 7.8 shall inure to the benefit of any subsequent transferee of the Division or any substantial portion thereof, provided that this Agreement is assigned to such transferee ...
Non-Competition and Confidentiality Agreement. Termination of Employee’s employment either by Employee or the Company, whether with or without Cause, and whether or not due to Employee’s death or Disability, shall not release Employee from Employee’s obligations and restrictions under the Non-Competition and Confidentiality Agreement referred to in Section 4.1 except to the extent specifically provided in that agreement.
Non-Competition and Confidentiality Agreement. Buckeye shall have received the Non-Competition and Confidentiality Agreement executed by the Stockholder in substantially the form attached as Exhibit E.
Non-Competition and Confidentiality Agreement. (A) Section 2.2 of the Non-Competition and Confidentiality Agreement is amended and restated in its entirety to read as follows: 2.
