Non-Competition and Non-Solicitation Provisions. (a) The Executive agrees that during the Applicable Period, the Executive will not (except on behalf of or with the prior written consent of the Company, which consent may be withheld in Company’s sole discretion), within the Area either directly or indirectly, on his own behalf, or in the service of or on behalf of others, provide managerial services or management consulting services substantially similar to those Executive provides for the Company to any Competing Business. As of the Effective Date, the Executive acknowledges and agrees that the Business of the Company is conducted in the Area.
(b) The Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service of or on behalf of others solicit any individual or entity which is an actual or, to his knowledge, actively sought prospective client of the Company or any of its Affiliates (determined as of date of termination of employment) with whom he had material contact while he was an Executive of the Company, for the purpose of offering services substantially similar to those offered by the Company.
(c) The Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service of or on behalf of others, solicit for employment with a Competing Business any person who is a management level employee of the Company or an Affiliate with whom Executive had contact during the last year of Executive’s employment with the Company. The Executive shall not be deemed to be in breach of this covenant solely because an employer for whom he may perform services may solicit, divert, or hire a management level employee of the Company or an Affiliate provided that Executive does not engage in the activity proscribed by the preceding sentence.
(d) The Executive agrees that during the Applicable Period, he will not make any statement (written or oral) that could reasonably be perceived as disparaging to the Company or any person or entity that he reasonably should know is an Affiliate of the Company.
(e) In the event that this Section 5 is determined by a court which has jurisdiction to be unenforceable in part or in whole, the court shall be deemed to have the authority to strike any unenforceable provision, or any part thereof or to revise any provision to the minimum extent necessary to be enforceable to the maximum extent permitted by law.
(f) The provisions of this Section 5 shall survive...
Non-Competition and Non-Solicitation Provisions. During the term of Employee's employment with CTS, and for a period of one (1) year after the termination of Employee's employment with CTS, irrespective of the time, manner or cause of such termination, Employee shall not without the prior written consent of Company; directly or indirectly: (i) be employed by or consult for any person or entity engaged in the business of, or be engaged in the business of, offering or providing long-distance or international telecommunications service; (ii) knowingly solicit, assist any other person, firm or corporation in soliciting or be a principal in any firm or corporation soliciting any of the CTS customers served by Employee or by any other employee of CTS during the term of Employee's employment with CTS; (iii) knowingly purchase, assist others in purchasing or be a principal in any firm or corporation purchasing international termination service from any vendor utilized by CTS during the term of Employee's employment with CTS, with the exception of carrier vendor sources which are widely known among or known firms engaged in CTS' business; or (iv) knowingly solicit, assist others in soliciting or be a principal in any firm or corporation soliciting any employee of CTS or its affiliates to terminate his or her employment with CTS or offer, assist others in offering or be a principal in any firm or corporation which offers employment to any person who is then employed by CTS or its affiliates or has been employed by CTS or its affiliates within the six (6) month period before such offer of employment is made.
Non-Competition and Non-Solicitation Provisions. (a) The Executive agrees that from and as of the Effective Date through the date ending eighteen (18) months after the termination of the Executive’s employment with the Company for any reason (the “Applicable Period”), the Executive will not (except on behalf of or with the prior written consent of the Company), anywhere the Company or its affiliates does business and/or renders services (the “Restricted Area”), either directly or indirectly, on his own behalf, or in the service of or on behalf of others, provide services in any capacity to any Competing Business. For purposes of this Agreement, “Competing Business” means any person, firm, corporation, joint venture, or other business that is primarily engaged in the Business of the Company, and specifically includes the following: Moderna Therapeutics Inc., BioNTech AG, Arcturus Therapeutics Inc., Translate Bio Inc. and Ethris GmbH and their respective parent, subsidiary, related or affiliated companies.
Non-Competition and Non-Solicitation Provisions. 1. During the term of this Agreement and for a period of three (3) years thereafter, Distributor will not, directly or indirectly, on Distributor's behalf or on behalf of others, solicit AMERICARE's suppliers, subcontractors and/or manufacturers for the purpose of providing the Product or similar products and/or Product. The parties agree that any breach of this covenant will cause irreparable harm to AMERICARE and will entitle AMERICARE to an injunction, without the necessity of posting any bond, in addition to other remedies available at law or equity. -------------------- 6 --------------------- INITIALS INITIALS SALES AND DISTRIBUTION AGREEMENT TERRITORY:
2. Distributor agrees that, during the term of this Agreement, and for a period of three (3) years thereafter, Distributor will not solicit or recruit AMERICARE's employees or employees of AMERICARE's suppliers to work for Distributor or anyone else except AMERICARE or the suppliers, as applicable. The parties agree that any breach of this covenant will entitle AMERICARE to an injunction, without the necessity of posting any bond, in addition to other remedies available at law or equity.
Non-Competition and Non-Solicitation Provisions. Employee acknowledges that the provisions of paragraph (5) are reasonable and not unduly restrictive of Employee’s rights as an individual and Employee warrants that as of the date Employee signs this Agreement Employee has not breached any of the provisions of paragraph (5). Employee further acknowledges that in the event that Employee breaches any of the provisions of paragraph (5), such breach will result in immediate and irreparable harm to the business and goodwill of the Company and that damages, if any, and remedies at law for such breach would be inadequate. The Company shall, therefore, be entitled to apply without bond to any court of competent jurisdiction for an injunction to restrain any violation of paragraph (5) by Employee and for such further relief as the court may deem just and proper. In addition, the Company shall not be obligated to continue the availability or payment of Severance Benefits to Employee. The Company and Employee agree to the extent of a breach of any of the provisions in paragraph (5) above, as adjudicated by a court of competent jurisdiction or an award of the arbitrator in accordance with paragraph (14) below, the breaching party shall be obligated to pay to the non-breaching party its costs and expenses, including reasonable legal fees and disbursements incurred by the non-breaching party to enforce its rights under paragraph (5) above. Notwithstanding the foregoing, the Company’s determination that Employee breached the provisions of paragraphs (2), (4) or (5) above shall be communicated to Employee, by written Notice of Breach, at least six (6) business days prior to the date the Company suspends the payment of Severance Benefits under this paragraph (6). The written Notice of Breach shall indicate the specific provision(s) of paragraphs (2), (4) or (5) claimed to be breached and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for determination that a breach has occurred.
Non-Competition and Non-Solicitation Provisions. The Consultant previously agreed pursuant to Sections 4 and 5 of the Employment Agreement to be subject to certain nondisclosure, noncompetition, nonsolicitation and nondisparagement obligations which survived his termination of employment. The Consultant confirms that he agrees to comply with his obligations pursuant to Sections and 5 of the Employment Agreement.
Non-Competition and Non-Solicitation Provisions. (a) The Executive acknowledges that the Company has spent substantial time, money, and effort over the years in developing and solidifying its customer relationships and protecting its Confidential Information and goodwill, that long-term customer relationships often can be difficult to develop and require a significant investment of time, money and effort and that the Company pays its employees, such as the Executive, to, among other things, develop and preserve customer goodwill, customer loyalty, and customer contacts, as well as Confidential Information. Subject to the terms of this Section 5, the Executive shall not (except on behalf of or with the prior written consent of the Board, which consent may be withheld in the Board’s sole discretion), during the Restricted Period, directly or indirectly, on the Executive’s behalf or for or on behalf of any other person or entity:
(i) provide any executive, managerial, supervisory, sales, marketing, research, consulting or customer-related services to assist any Competing Business in competing, directly or indirectly, with the Company or its Affiliates in the Area;
(ii) solicit, or take away, or attempt to solicit, or take away, from the Company or its Affiliates the business of any Customers for the purpose of providing for any such Customer any product or service that the Company or any of its Affiliates provided during the Executive’s employment with the Company;
(iii) cause or attempt to cause any of the Customers to terminate or reduce their existing relationships with the Company or any Affiliates;
(iv) provide any competitive products or services to any Customers in competition against the Company or its Affiliates; or
(v) hire any employee of the Company or its Affiliates or attempt to hire any employee of the Company or its Affiliates, or solicit or induce, or attempt to solicit or induce, any employee or independent contractor of the Company or its Affiliates to leave the employ of, or sever their engagement with, the Company or its Affiliates, or to work for any competitor of the Company and/or its Affiliates.
(b) The Executive acknowledges that the restrictions in this Agreement apply to all forms of communication, including, without limitation, written communications, verbal communications, email communications, and all forms of electronic communications through social media websites or applications that may be broadly disseminated, including, but not limited to, status updates, posts, direct/pe...
Non-Competition and Non-Solicitation Provisions. 1. During the term of this Agreement and for a period of three (3) years thereafter, Distributor will not, directly or indirectly, on Distributor's behalf or on behalf of others, solicit AMERICARE's suppliers, subcontractors and/or manufacturers for the purpose of providing the Product or similar products and/or Product. The parties agree that any breach of this covenant will cause irreparable harm to AMERICARE and will entitle AMERICARE to an injunction, without the necessity of posting any bond, in addition to other remedies available at law or equity.
2. Distributor agrees that, during the term of this Agreement, and for a period of three (3) years thereafter, Distributor will not solicit or recruit AMERICARE's employees or employees of AMERICARE's suppliers to work for Distributor or anyone else except AMERICARE or the suppliers, as applicable. The parties agree that any breach of this covenant will entitle AMERICARE to an injunction, without the necessity of posting any bond, in addition to other remedies available at law or equity.
Non-Competition and Non-Solicitation Provisions in Section 10 and Attachment II)
Non-Competition and Non-Solicitation Provisions. For no additional consideration other than to induce the consummation of the transactions contemplated by this Agreement, Seller, Xxx and Xxxxx jointly and severally agree that they will not, except with Buyer’s written consent:
a. Directly, indirectly or otherwise, make use of, disseminate or disclose to any person or entity any information, knowledge or data of Seller with respect to the Purchased Assets or the business relating thereto, which information, knowledge or data is not generally known in the business of Seller or Buyer.
b. For a period beginning the date hereof and ending five years after all Shareholders have left the employ of (including any consulting arrangement for) Buyer or any affiliate:
