Non-Competition and Exclusivity. In consideration of the foregoing and the mutual promises, covenants, and agreements contained herein, for five (5) years from the date of this Agreement, the Seller and Shareholder agree that they will not, either directly or indirectly, alone or as partner, officer, director, shareholder (except as shareholder of less than five percent of a publicly-held corporation), agent, employee, affiliate, subsidiary, parent corporation, agent or assign of another firm or entity: (a) disrupt, damage, impair, interfere, or engage in competition with the business of the Purchaser (including, but not limited to, interfering with the Business or Purchaser’s relationship with employees, customers, agents, representatives, manufacturers, distributors, or vendors); (b) induce or attempt to induce by soliciting or assisting anyone else in the solicitation of any of the Purchaser’s or the Business’ employees, former employees, or contractors to leave his or her employment or terminate a contract with the Purchaser or the Business; (c) contact, directly solicit, or engage in competition by working with clients or customers of the Purchaser or the Business or former clients of the Seller with whom Seller had contact or conducted business with during operation and ownership of the Business with respect to the sale of goods or services similar to the Inventory; or (d) operate, work with, contract with, invest in or become employed with or affiliated in any way with the aviation parts distribution, resale, or supply business in competition with the Purchaser’s marketing and sale of the Inventory. Competition shall be deemed to include, but not limited to, soliciting or accepting orders from clients or customers of the Purchaser for a similar business of Purchaser, diverting the customer or client business from the Purchaser, disparaging the Purchaser or its employees with a customer or client, or otherwise interfering with the Purchaser’s business with the customer or client, even if the customer or client initiates the contact with Seller. The parties agree that any breach of the terms of this non-competition provision will result in damages to the Purchaser, the amount which will be difficult to ascertain, entitling the Purchaser to injunctive relief and recovery of attorney fees and costs; provided, however, that nothing herein shall be construed as prohibiting or in any way limiting Purchaser from pursuing any rights or remedies available under the terms of this Agreement or...
Non-Competition and Exclusivity. Executive agrees that (i) during his employment with the Company and (ii) during (A) the period for which Executive is entitled to receive payments under Section 6 or 7 hereof or, if longer, (B) the period which ends three years after the termination of his employment with the Company, he will not alone, or in any capacity with another entity or person, (x) engage in any commercial activity that competes with the Company's business, as it is conducted during the Employment Period, within any state of the United States, (y) in any way interfere or attempt to interfere with the Company's relationships with any of its current or potential customers, or (z) attempt to employ any of the Company's then employees on behalf of any other entities competing with the Company. Executive further acknowledges that all services of Executive shall be exclusive to the Company, and that Executive's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive of the terms hereof (including without limitation this Section 7) will cause the Company irreparable injury. Executive agrees that the Company is entitled to injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which the Company may be entitled. For purposes of this Section 7(c), the term "Company" shall include the Company, its successors, assigns and affiliates.
Non-Competition and Exclusivity. 17.1 Neither of the parties nor their affiliates will hold an ownership position of any kind in any competing primarily adult-oriented television service (excluding a Xxxxxxxx Affiliates' interest in GLA) or (except as permitted herein) distribute adult oriented programming to Non-Standard Television in the Territory without the express written permission of the other. Further, neither of the parties nor their affiliates will distribute adult-oriented programming in any media that is "branded" programming of the publisher of a magazine or other publication that competes with any edition of the "Playboy" Magazine. The ownership or distribution of R-rated feature film product for major studios does not represent ownership or distribution of "adult-oriented" programming for the purposes of this provision. Notwithstanding the foregoing, a Xxxxxxxx Affiliate's distribution in Venezuela pay cable to the extent currently conducted (i.e., restricted to the current territory, number of hours type of programming, etc. ) will not constitute a breach of this Section 17.1.
Non-Competition and Exclusivity. 18.1 Neither of the parties nor their affiliates will hold an ownership position of any kind in any competing primarily adult oriented television service in the Territory without the express written permission of the other. Further, neither of the parties nor their affiliates will distribute any product, service or programming in any media that carries the brand or name of or is identified with the publisher of a magazine or other publication that competes with any edition of the "Playboy" Magazine. As used in this Agreement, "
Non-Competition and Exclusivity. Non-Competition by Cotswold Industries
Non-Competition and Exclusivity. Distributor agrees that during the Term of this Agreement, it will not sell or distribute any products, supplies, or accessory items in the Pacific Rim that are in conflict with any of the Products that it is selling and distributing pursuant to the terms and conditions of this Agreement, and Distributor shall exclusively sell and distribute only the Products.
Non-Competition and Exclusivity. FCG Holdings agrees on behalf of itself and its Affiliates that the Exclusive Business shall be conducted exclusively through the Company. FCG Holdings agrees that neither it nor any of its Affiliates shall engage in or compete with the Exclusive Business.
Non-Competition and Exclusivity. 2.9.1 At all times during the Term and throughout the Restricted Territory, Vivint will not (whether directly or indirectly, either through itself, an affiliate, or any Representative) (a) provide services similar to the Lead Generation Services and Dealer Services to any Vivint Solar Competitor; and/or (b) market, acquire leads, sell, solicit, offer, or seek to acquire prospective customers for any products or services that are similar to any of the Products of Vivint Solar other than through this Agreement or the Amigo Agreement.
Non-Competition and Exclusivity. At all times during the Term and throughout the Restricted Territory, Amigo will not (whether directly or indirectly, either through itself, an affiliate, or any Representative) (a) market, acquire leads, sell, solicit, offer, or seek to acquire Consumers for any products or services that are similar to any of the Products of Company other than through this Agreement or the Dealer Agreement; or (b) make available the Amigo App or perform any services similar to the services hereunder to any Competitor. CONFIDENTIAL 4 Subscriber Generation and Commissions Agreement EXECUTION BY SIGNING THIS AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT THEY ARE VOLUNTARILY ENTERING INTO THIS AGREEMENT. VIVINT AMIGO, INC., a Utah corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: VP of Innovation VIVINT SOLAR DEVELOPER, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer CONFIDENTIAL 5 Subscriber Generation and Commissions Agreement EXECUTION EXHIBIT A END USER LICENSE AGREEMENT Amigo, Inc. Terms of Service Welcome to Amigo! Thanks for using our products and services (“Services”). The Services are provided by Amigo, Inc. By using our Services, you are agreeing to these terms. Please read them carefully. IMPORTANT: PLEASE REVIEW THESE TERMS CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION BELOW. THESE TERMS OF SERVICE (“Terms”) ARE A LEGAL, BINDING AGREEMENT BETWEEN AMIGO, INC., A LEADS AND MARKETING SERVICES PROVIDER (“We” OR “Amigo”), AND YOU, THE USER OF THE AMIGO SERVICES, (“You” OR “End User”). YOUR USE OF AMIGO’S APP OR SUBMISSION OF LEADS TO A SERVICE PROVIDER (“Service Provider”) CONSTITUTES YOUR AGREEMENT TO ALL SUCH TERMS, CONDITIONS, AND NOTICES IN EFFECT AT SUCH TIME. THESE TERMS APPLY TO ANY SERVICES OR PROPERTIES SUCH AS WEBSITES OR APPS OPERATED BY AMIGO. ACCEPTANCE OF THESE TERMS IS A CONDITION TO YOUR USE OF THIS APPLICATION OR THE AMIGO SERVICES. YOU AGREE THAT EACH INTERACTION BETWEEN YOU AND THIS APPLICATION, AND EACH SUBMISSION OR REQUEST FOR OR DELIVERY OF LEADS OR OTHER MARKETING SERVICES IS SUBJECT TO THESE TERMS. YOU REPRESENT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING TERMS. IF YOU DO NOT AGREE TO ANY OR ALL OF THESE TERMS YOU MAY NOT USE OUR SERVICES, ACQUIRE LEADS FOR, OR RECEIVE SERVICES FROM US AND SHOULD NOT ACCESS THIS APPLICATION OR OUR SERVICES. INDEPENDEN...
Non-Competition and Exclusivity. As a material inducement to the Buyer to enter into this Agreement and to consummate the transaction contemplated hereby, the Sellers hereby agree as follows:
