Common use of Non-Competition and Non-Solicitation Agreement Clause in Contracts

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Executive Vice President and Chief Financial Officer, he will be exposed to some of the most sensitive and confidential information possessed by the Company and its affiliates, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) the aforementioned information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors. Executive further acknowledges and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including, but not limited to, certain or all of the Company’s methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the Company. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that during his employment with the Company and for twelve (12) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any entity engaging in the business engaged in by the Company with respect to neurological disease states or any direct competitor of the Company; or (b) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the Company. Executive acknowledges that the Company would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geography, duration and scope.

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Executive Vice President and Chief Financial OfficerDirector of Project Development of the Company, he will be exposed to some of the most sensitive and confidential information possessed by the Company and its affiliates, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) the aforementioned information represents the product of the Company’s 's substantial investment in research and innovation, is critical to the Company’s 's competitive success, is disclosed to the Company’s 's senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the Company’s 's competitors. Executive further acknowledges and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including, but not limited to, certain or all of the Company’s 's methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the Company. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, . Executive agrees that during his employment with the Company and for twelve twenty four (1224) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any (a) entity engaging in the business engaged in by the Company with respect to neurological disease states or (b) any direct competitor of the Company; or (bc) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the Company. Executive further agrees that during his employment with the Company and for the twenty (24) month period following the termination of his employment by any party or for any reason, Executive will not directly or indirectly within the United States hire, solicit or make an offer to any executive employee of the Company to be employed or perform services outside of the Company. Executive acknowledges that the Company would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ ' fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geography, duration and global scope. Executive agrees that if he were to breach, or threaten to breach, any provision of this Agreement, the Company would be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting him from breaching this Agreement. This section shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Executive Vice President and Chief Financial Officer, he will be exposed to some of the most sensitive and confidential information possessed by the Company, Neurotrope and their affiliates (the “Company and its affiliatesGroup”), including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company Group products, as well as extensive assessments of the competitive landscape of the industries in which the Company Group competes; and (ii) the aforementioned information represents the product of the CompanyCompany Group’s substantial investment in research and innovation, is critical to the CompanyCompany Group’s competitive success, is disclosed to the CompanyCompany Group’s senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the CompanyCompany Group’s competitors. Executive further acknowledges and agrees that the business in which the Company Group is engaged is intensely competitive and that his employment by the Company Group has required, and will continue to require, that he have access to, and knowledge of, confidential information of the CompanyCompany Group, including, but not limited to, certain or all of the CompanyCompany Group’s methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the CompanyCompany Group. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that during his employment with the Company Group and for twelve (12) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any entity engaging in the business engaged in by the Company Group with respect to neurological disease states or any direct that is a competitor of the CompanyCompany Group; or (b) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the CompanyGroup. Executive acknowledges that the Company Group would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company Group would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company Group and that, due to the proprietary nature of the business of the CompanyCompany Group, the restrictions set forth herein are reasonable as to geography, duration and scope.

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Chief Executive Vice Officer and President and Chief Financial Officerof the Company, he will be exposed to some of the most sensitive and confidential information possessed by the Company and its affiliates, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) the aforementioned information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors. Executive further agrees that the Company has invested substantial time, effort and expense in researching the products to be distributed and establishing the relationships with the manufacturers it has with said products; that it has invested substantial time, effort and expense in developing its relationships with its customers, and; that it has invested substantial time, effort and expense in marketing its products and developing its potential client databases. As such, Executive agrees that the Company has a legitimate and substantial business interest in enforcing the provisions of this Agreement. Executive further acknowledges and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including, but not limited to, certain or all of the Company’s methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the Company. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that during his employment with the Company and for twelve (12) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any (a) entity engaging in the business engaged in by the Company with respect to neurological disease states or (b) any direct competitor of the Company; or (bc) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the Company. Executive further agrees that during his employment with the Company and for the twelve (12) month period following the termination of his employment by any party or for any reason, Executive will not directly or indirectly within the United States hire, solicit or make an offer to any executive employee of the Company to be employed or perform services outside of the Company. Executive acknowledges that the Company would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geography, duration and global scope. Executive agrees that if he were to breach, or threaten to breach, any provision of this Agreement, the Company would be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting him from breaching this Agreement. This section shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Executive Vice President and Chief Financial OfficerOfficer of the Company, he will be exposed to some of the most sensitive and confidential information possessed by the Company and its affiliates, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) the aforementioned information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors. Executive further acknowledges and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including, but not limited to, certain or all of the Company’s methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the Company. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that during his employment with the Company and for twelve (12) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any (a) entity engaging in the business engaged in by the Company with respect to neurological disease states or (b) any direct competitor of the Company; or (bc) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the Company. Executive further agrees that during his employment with the Company and for the twelve (12) month period following the termination of his employment by any party or for any reason, Executive will not directly or indirectly within the United States hire, solicit or make an offer to any executive employee of the Company to be employed or perform services outside of the Company. Executive acknowledges that the Company would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geography, duration and global scope. Executive agrees that if he were to breach, or threaten to breach, any provision of this Agreement, the Company would be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting him from breaching this Agreement. This section shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.

Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that: (i) as Chief Executive Vice President Officer and Chief Financial OfficerChairman of the Company, he will be exposed to some of the most sensitive and confidential information possessed by the Company and its affiliates, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) the aforementioned information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s senior leaders only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors. Executive further agrees that the Company has invested substantial time, effort and expense in researching the products to be distributed and establishing the relationships with the manufacturers it has with said products; that it has invested substantial time, effort and expense in developing its relationships with its customers, and; that it has invested substantial time, effort and expense in marketing its products and developing its potential client databases. As such, Executive agrees that the Company has a legitimate and substantial business interest in enforcing the provisions of this Agreement. Executive further acknowledges and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including, but not limited to, certain or all of the Company’s methods, information, systems, plans for acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of the Company. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that during his employment with the Company and for twelve (12) months following the termination of his employment by any party or for any reason, he will not (a) directly or indirectly engage in or associate in the United States with any entity engaging in the business engaged in by the Company with respect to neurological disease states or any direct competitor of the Company; or (b) solicit, for competitive business purposes, any customer, partner, or potential customer or partner of the Company with which Executive was involved as part of his job responsibilities with the Company. Executive acknowledges that the Company would suffer irreparable harm if he fails to comply with the provisions of this section, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. Executive further acknowledges that enforcement of the covenants in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geographygeography and global scope for a period of one (1) year from the Date of Termination. Executive agrees that if he were to breach, duration or threaten to breach, any provision of this Agreement, the Company would be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and scopeExecutive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting him from breaching this Agreement. This section shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.