Non-Competition and No Solicitation. (a) Because the Executive’s services to the Company are special and because the Executive has access to the Company’s confidential information, during the Term of Employment and for a period of twelve (12) months following the termination, the Executive shall not, without the express written consent of the Company, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any Person (as hereinafter defined) other than the Company and its affiliates in the Designated Industry (as hereinafter defined); provided, however, that nothing herein shall be construed as preventing the Executive from making passive investments in a Person in the Designated Industry if the securities of such Person are publicly traded and such investment constitutes less than one percent (1%) of the outstanding shares of capital stock or comparable equity interests of such Person.
(b) For purposes of this Agreement, the following terms have the following meanings:
Non-Competition and No Solicitation. Executive acknowledges that (i) the course of his employment with Employer he will become familiar with Employer’s, its Subsidiaries’ and Affiliates’ trade secrets and with other confidential information concerning the Employer, its Subsidiaries and Affiliates; and (ii) his services will be of special, unique and extraordinary value to Employer and such Subsidiaries. Therefore, Executive agrees that:
Non-Competition and No Solicitation. (a) The Seller hereby specifically covenants and agrees with the Purchaser that neither the Seller nor any Affiliate of the Seller shall for a period of two (2) years immediately following the Effective Date within the United States:
(i) Use or employ any of the data provided to the Seller under the License in the performance of a service line consulting business similar to that presently provided by the Business.
(ii) Solicit any employees of the Purchaser for employment with the Seller nor hire any employees of the Purchaser except for any employee of the Purchaser who seeks employment with the Seller and initiates contact with the Seller, or an Affiliate of the Seller, in seeking such employment.
(b) The Seller specifically convenants that it shall not seek to enforce the terms of any non-competition agreement it may have with any Transferred Employee or any former employee of the Business in the case where such individual seeks to be employed by Purchaser for the purpose of the providing services to the Business.
(c) The Purchaser hereby specifically covenants for a period of two (2) years immediately following the Effective Date, within the United States, not to solicit any employees of the Seller for employment with the Purchaser, nor hire any employee of the Seller except for any employee of the Seller who seeks employment with the Purchaser and initiates contact with the Purchaser, or an Affiliate of the Purchaser, in seeking such employment.
(d) The parties acknowledge and agree that the remedy at law available to either for any breach or violation or threatened breach or violation of any of the terms or provisions of this Section 5.10 by the breaching party would be inadequate, and agree and consent that, in addition to requiring the specific performance of any of these terms or provisions and any other rights or remedies which the non-breaching party may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any of the terms and provisions of this Section 5.10. If any restriction on the non-breaching party contained in this Section 5.10 is too broad in time span, scope or area to permit enforcement thereof as written, then such restriction shall be enforced to the maximum extent permitted by law, and the breaching party hereby expressly consents and agrees that such time span, scope or area may be judicially modified accordingly in any proceeding brought to enforce suc...
Non-Competition and No Solicitation. (a) Because the Executive’s services to the Company are special and because the Executive has access to the Company’s confidential information, during employment and for a period of twelve (12) months following the Executive’s termination of employment for any reason, the Executive shall not, without the express written consent of the Company, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any Person (as hereinafter defined) other than the Company and its affiliates primarily engaged in the Designated Industry (as hereinafter defined); provided, however, that nothing herein shall be construed as preventing the Executive from making passive investments in a Person in the Designated Industry or participating with any Person in which Executive has previously participated or invested. Executive agrees to recuse himself from significant Company decisions related to a Person in the Designated Industry in which Executive has an investment or otherwise participates. In such cases, decisions shall be made by disinterested Board Members.
(b) For purposes of this Agreement, the following terms have the following meanings:
Non-Competition and No Solicitation. Xxxxxxx’x obligations in Section 5.2(c) of the Employment Agreement remain in full force and effect, and the one-year period referred to therein shall begin on the Effective Date. The parties agree that these obligations were included in the Employment Agreement because of the Confidential Information Radiologix promised to provide Xxxxxxx and that he received from Radiologix during his employment. If any court of competent jurisdiction holds that any of the obligations or restrictions in Section 5.2(c) of the Employment Agreement are unreasonable or unenforceable as written, the court may reform the obligations or restrictions to make them enforceable, and the obligations and restrictions shall remain in full force and effect as reformed by the court. Any period or periods of Xxxxxxx’x breach of these obligations will not count towards the one-year period, but shall instead be added to the one-year period.
Non-Competition and No Solicitation. During your employment with Compaq and, should your employment terminate for any reason (whether voluntary or involuntary), for the greater of (a) a period of 24 months following your separation or (b) any Separation Pay Period, you agree that you will not, directly or indirectly, on your own behalf or on the behalf of others, in any geographic area or market where Compaq is conducting any business:
Non-Competition and No Solicitation. During your employment with Compaq and, should your employment terminate for any reason (whether voluntary or involuntary), for the greater of
Non-Competition and No Solicitation. (a) Seller acknowledges and agrees that (i) the agreements and covenants contained in this Section 6.4 are (A) reasonable and valid in geographical and temporal scope and in all other respects, and (B) essential to protect the value of the Business and (ii) Seller has obtained knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Business and to the substantial detriment of the Business. Seller also acknowledges that Purchaser has agreed to consummate the transactions contemplated hereby in reliance on the covenants made by Seller in this Section 6.4, and that Purchaser would not have agreed to consummate the transactions contemplated hereby in the absence of the covenants made by Seller in this Section 6.4.
Non-Competition and No Solicitation. The parties agree that Wagar's obligations in Section 5.2(c)(i) through 5.2(c)(iii) of his Xxxxxxxent Agreement remain in full force and effect and that the one-year period referred to therein shall begin on the later of the termination of this Agreement or the termination of the Consulting Agreement. The parties agree that these obligations were included in the Employment Agreement because of the Confidential Information and specialized training that Wagar received from Radiologix during his employment. In addition, txx xxrties agree that in the continued performance of his duties under this Agreement and the Consulting Agreement, Radiologix promises to supply him, and he will obtain, Confidential Information. The parties also agree that, in the event any court of competent jurisdiction holds that any of the obligations or restrictions in Section 5.2(c)(i) through 5.2(c)(iii) of the Employment Agreement are unreasonable and/or unenforceable as written, the court may reform the obligations or restrictions to make them enforceable, and the obligations and restrictions shall remain in full force and effect as reformed by the court. Finally, the parties agree that any period or periods of Wagar's breach of these obligations will not count towards the one-yxxx xxxiod, but shall instead be added to the one-year period.
Non-Competition and No Solicitation. In accordance with Articles 340 ff. CO the Employee shall not compete with the Employer’s business worldwide during the employment and for a period of 1 years after termination of the employment with the Employer. In particular, he shall not establish or participate directly or indirectly in a business of a similar kind to that of the Employer. A business of similar kind is the engineering of Integrated Circuit (IC) designs and Subsystem (SS) designs which can be used in optical link circuits. In the event of any breach of this obligation not to compete, the Employee shall be obliged to pay to the Employer a contractual penalty in the amount of 50% of the salary paid in the preceding calendar year. Payment of the contractual penalty does not relieve of complying with this competition clause. In addition, the Employer may claim the proven damage which exceeds the contractual penalty and have the competitive activity of the Employee prohibited.
