Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation. (b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board. (c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 6 contracts
Samples: Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to the Company's Inventions trade secrets and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. The Executive acknowledges and agrees that any and all "goodwill" associated Therefore, in consideration of the Executive’s continued employment with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and any existing or prospective of the Executive’s being granted access to the customers, accounts or business partners. Additionallytrade secrets and other Confidential Information of the Company, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and agrees that the value following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company depends upon his use of such skills on its behalf. In recognition of thisfrom unfair and inappropriate competition:
(i) During the Restricted Period, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may will not, without the prior written consent of MFA, within the BoardUnited States, manage, operate, control or be connected as a stockholder (whether other than as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder a holder of shares publicly traded on a stock exchange or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the TermNASDAQ National Market System, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an such corporationofficer, director, employee or consultant of, any Competitor.
(bii) During the Term, and for a period of one year thereafterRestricted Period, the Executive may not enticewill not, solicit without the prior written consent of MFA, directly or encourage indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any Company employee other capacity), engage in any activity intentionally to leave interfere with, disrupt, diminish or damage the employ business of the Company or any independent contractor to sever its engagement with the Company, absent or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notMFA, directly or indirectlyindirectly (individually, enticeor through or on behalf of another entity as owner, solicit partner, agent, employee, consultant, or encourage in any customerother capacity), prospective customer(A) solicit, vendorencourage, strategic partner or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business associate relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the Company six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to cease doing business with any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the CompanyExecutive and that does not directly or indirectly target current or former employees of MFA or its affiliates, reduce its relationship with or by a headhunter employed by such entity, which in either case does not involve the Company or refrain from establishing or expanding Executive, shall not be a relationship with the Companyviolation of this Section 7(b)(iii).
Appears in 6 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:
(a) During Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Term, and termination of the Employee’s employment hereunder for a period of one (1) year thereafterafter the termination of Employee’s employment for whatever reason, and regardless whether the Executive may nottermination is voluntary or involuntary, within the Territory.
(b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the BoardCorporation, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the national over-the-counter market in Corporation; provided however, that the Employee shall be precluded from serving as an amount which shall not exceed 3% operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the outstanding shares of an such corporation.
(b) During the Term, Term and for a period of one (1) year thereafter, after the Executive may not entice, solicit or encourage any Company employee to leave the employ termination of the Company Employee’s employment for whatever reason, and regardless whether the termination in voluntary or any independent contractor to sever its engagement with involuntary, within the Company, absent prior written consent to do so from the BoardTerritory.
(c1) During Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Termownership, and for a period management, operation or control of one year thereafter, any business in competition with the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Business of the Company to cease doing business with Corporation, as defined in the Company, reduce its relationship with next sentence. “Business” shall mean mobile satellite products and services sector of the Company or refrain from establishing or expanding a relationship with the Companyglobal communications industry.
Appears in 6 contracts
Samples: Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that the Confidential Information that Executive has already received and will receive is valuable to the Company has invested substantial timeand that its protection and maintenance constitutes a legitimate business interest of the Company, money to be protected by the non-competition restrictions set forth herein. Executive agrees and resources acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the development and retention United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its Inventionsproducts and services to customers located, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that in areas other than the United States during the course term of the Executive's employment with Employment Period, the Company the Executive has had and will have access definition of Territory shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 15(b) shall continue during the Employment Period, during the Separation Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company (including upon expiration of this Agreement), whichever occurs later, unless this Agreement or Executive’s employment was terminated by Executive for Good Reason or by Company without Cause.
Appears in 5 contracts
Samples: Executive Employment Agreement (American Strategic Minerals Corp), Executive Employment Agreement (Be Active Holdings, Inc.), Executive Employment Agreement (Be Active Holdings, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money hereby covenants and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges agrees that during the course Term of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, hereunder and for a period of one (1) year thereafter, the Executive may shall not, without the prior written consent of the Boarddirectly or indirectly: (i) own any interest in, (whether operate, join, control or participate as an employee, agent, servant, owner, a partner, consultantdirector, independent contractorprincipal, representativeofficer or agent of, stockholder enter into the employment of, act as a consultant to, or in perform any other capacity whatsoeverservices for any entity (each a “Competing Entity”) participate in which has material operations which compete with any business that offers products or services competitive in any way to those offered by which the Company or that were under active development by any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities or any of corporations which are listed its subsidiaries (other than on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% behalf of the outstanding shares Company) with respect to any business in which the Company or any of an such corporation.
its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (biii) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit induce or encourage any employee of the Company employee or any of its subsidiaries or affiliated entities to leave the employ of the Company or any independent contractor to sever of its engagement with the Companysubsidiaries or affiliated entities; provided, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, that the Executive may notmay, directly or indirectlysolely as an investment, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to cease doing herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business with and economic interests of the Company, reduce its relationship with . The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or refrain from establishing any parts hereof shall be held to be invalid or expanding unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a relationship with court of competent jurisdiction to exceed the Companymaximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 5 contracts
Samples: Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business (including trade secretsas defined in Section 14(b)(1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as well as any future related or unrelated industries or segments in an amount which shall not exceed 3% of the outstanding shares of an such corporationCompany may engage or operate in the future.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermCompany to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall continue during the Term and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 5 contracts
Samples: Executive Employment Agreement (Exactus, Inc.), Executive Employment Agreement (Exactus, Inc.), Executive Employment Agreement (Exactus, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company has invested substantial timecomes to operate, money and resources in either directly or through the development and retention engagement of a distributor or joint or co-venturer, or sell a significant amount of its Inventionsproducts and services to customers located, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that in areas other than the United States during the course term of the Executive's employment with Employment Period, the Company the Executive has had and will have access definition of Territory shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of Executive’s employment hereunder.
(ab) During the Term, Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he or she shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than ten (10%) percent of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), reduce its relationship (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company (including upon expiration of this Agreement), whichever occurs later; provided, however, that if this Agreement or refrain from establishing Executive’s employment is terminated by Executive for Good Reason or expanding a relationship by the Company without Cause, then the restrictions of this Section 13(b) shall terminate concurrently with the Companytermination and shall be of no further effect. In the event that any provision of this Section 13 is determined by a court to be unenforceable, such provision shall not render the entire Section unenforceable but, to the extent possible, shall be appropriately adjusted to render such provision enforceable.
Appears in 5 contracts
Samples: Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that During the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course Term of the Agreement and for a period of 12 months after the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this’s Termination Date, the Executive covenants and agrees thatthat he shall not, without the express written consent of the Chief Executive Officer of the Company:
(a) During be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the Termemployment, and for a period of one year thereafterconsulting, assistance or services that the Executive may notis to provide to the Competitor are the same as, without the prior written consent or substantially similar to, any of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business services that offers products or services competitive in any way the Executive provided to those offered by the Company or that its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were under active development to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Company during the Term, provided that nothing herein shall prohibit Executive if the Executive from owning securities had material supervisory responsibilities with respect to the provision of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporationservices.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage attempt to solicit any Company employee party who is then, or during the 12-month period prior to leave the employ Executive’s Termination Date was, a customer or supplier of the Company for or any independent contractor to sever its engagement with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, absent prior written consent provided that the restriction in this subparagraph (b) shall not apply to do so from the Boardany activity on behalf of a business that is not a Competitor.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectlysolicit, entice, solicit persuade or encourage induce any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from establishing renewing or expanding a relationship extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the Companytaking of any such actions by any other individual or entity.
(d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).
Appears in 5 contracts
Samples: Change in Control Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co), Separation Agreement and General Release (Castle a M & Co)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (including trade secretsthe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two percent (2%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing otherwise interfere in any way with the Business of the Company. With respect to the activities described in Paragraphs (2), (3) and (4) above, the restrictions of this Section 12(b) shall continue beyond the Employment Period until one year following the termination of this Agreement or expanding a relationship of the Executive’s employment with the Company, whichever occurs later. Furthermore, if the Company terminates Executive’s employment for Cause or if Executive terminates his employment without Good Reason, then the restrictions of this Section 12(b) shall continue with respect to the activities described in Paragraph (1), above, beyond the Employment Period until one year following the termination of this Agreement or of the Executive’s employment with the Company, whichever occurs later.
Appears in 5 contracts
Samples: Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.), Executive Employment Agreement (Progressive Care Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, patients, accounts and business partners, and further acknowledges that that, during the course of the Executive's ’s employment with the Company the Company, Executive has had and will have access to the Company's Inventions and ’s Confidential Information (including trade secrets), and will be introduced to existing and prospective customerscustomers and patients that are being targeted, vendors, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "“goodwill" ” associated with any existing or prospective customercustomer or patient that is being targeted, vendor, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customerscustomers or patients that are being targeted, vendors, accounts or business partners. Additionally, the parties Parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. Executive acknowledges that as a result of the foregoing the restrictions contained herein and elsewhere in this Agreement are reasonably necessary to protect the Company from unfair competition by the Executive. In recognition of this, the Executive covenants and agrees that:
(a) During Executive’s employment with the Term, Company and for a period of one year thereafterafter the termination of Executive’s employment for any reason, Executive shall not be employed by, or render any services to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Executive may notCompany anywhere in the world where the Company performs services for its clients (“Competitive Business”), without the prior written consent of the Board, (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business (whether as an employeeexecutive, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder stock or equity holder, lender or in any other capacity whatsoever) participate ). Specifically excluded from the restrictions set forth in any business that offers products or services competitive in any way to those offered this Section, and other provisions of this Agreement, is Executive’s ability (as expressly permitted by the Company or that were under active development by hereby) to continue to serve on the Company board of directors of Exagen Diagnostics, Inc. However, the non-compete aspects of this Section 4.11(a) will remain in effect only during the Termapplicable time period when Executive is receiving a Severance Payment. As such, provided that nothing herein shall prohibit the Executive from owning securities non-compete aspects of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which this Section 4.11(a) shall not exceed 3% apply to any period that follows the cessation of Severance Payments to Executive. For the outstanding shares avoidance of an such corporationdoubt the non-solicitation provisions of Sections 4.11(b) and (c) are in effect and shall apply for the specified time periods irrespective of whether Executive is receiving a Severance Payment.
(b) During Executive’s employment with the Term, Company and for a period of one year thereafter, the Executive may not enticedirectly or indirectly induce, attempt to induce, solicit, attempt to solicit or encourage any Company employee employee, consultant, or contractor to leave the employ of employment or engagement with the Company or any independent contractor to sever its engagement with affiliate of the Company, absent prior written consent to do so from the Board.
(c) During Executive’s employment with the Term, Company and for a period of one year thereafter, the Executive may not, directly or indirectly, enticeinduce, attempt to induce, solicit, attempt to solicit or encourage any customer, prospective customerclient, vendor, strategic partner subscriber or business associate supplier of the Company to cease doing business change its relationship with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship interfere with the Company’s business, relationships or prospective relationships with any person or entity that was or is expected to become a customer or client of the Company. As such, Executive agrees that he will not divert or take advantage of any actual or potential business opportunities of the Company in which it has a current interest or is actively pursuing.
Appears in 5 contracts
Samples: Employment Agreement (Signal Genetics, Inc.), Employment Agreement (Signal Genetics LLC), Employment Agreement (Signal Genetics LLC)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Corporation and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business whose primary objective is the completion of retail sales online in exchange for bitcoins as form of payment.
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
(3) Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Executive had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, prospective or have any discussions regarding any such service with such customer, vendor, strategic partner or business associate on behalf of such other person for the purpose of competing with the Business of the Company Corporation; or
(4) Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to cease doing discontinue or reduce its business with the Company, reduce its relationship Corporation for the purpose of competing with the Company or refrain from establishing or expanding Business of the Corporation. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment for a relationship with the Companyperiod of two (2) years thereafter.
Appears in 4 contracts
Samples: Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.)
Non-Competition and Non-Solicitation. (a) In consideration of and to protect the Confidential Information being provided to the Executive as stated in Section 5.1 hereof, and for other good and valuable new consideration as stated in this Agreement, including, without limitation, employment and/or continued employment with the Company, and the business relationships, Company goodwill, work experience, client, customer and/or vendor relationships and other fruits of employment that the Executive will have the opportunity to obtain, use and develop under this Agreement, and without limiting Executive’s fiduciary duties to the Company or his obligations under Sections 5.1 and 5.2 hereof, the Executive agrees to the restrictive covenants stated in this Section 5.3.
(b) From the Effective Date until the end of the Restricted Period (as defined in Section 5.4(g) hereof), the Executive agrees that the Executive will not, directly or indirectly, on the Executive’s own behalf or on the behalf of any other Person other than the Company and its Affiliates, within the Restricted Territory:
(i) engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by owning, managing, operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in the ownership, management, operation or control of any Competing Business where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice;
(ii) induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a business relationship with any Company Party, for or with which the Executive or employees working under the Executive’s supervision had any direct or indirect responsibility or contact during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with the Company for the benefit of a Competing Business, regardless of whether the Executive initiates contact where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice; or
(iii) solicit, recruit, persuade, or induce, or attempt to solicit, recruit, persuade, or induce anyone employed or otherwise retained by any of the Company Parties (including any independent contractor or consultant), to cease or leave their employment or contractual or consulting relationship with any Company Party.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(b)(i) hereof, (i) the Executive may own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as long as with respect to each such investment the securities held by the Executive do not exceed 5% of the outstanding securities of such Person and such securities are publicly traded, and (ii) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (i) above, the Executive shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend the Executive’s name to, any such Person.
(d) The Executive acknowledges and agrees that, for purposes of Section 5.3(b)(i) and (ii), indirect acts by the Executive shall include, without limitation, an act by the Executive’s spouse, or other member of the Executive’s immediate family, but only to the extent controlled or directed by the Executive.
(e) The Executive acknowledges that (i) the Company has invested substantial restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an otherwise enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, money geographic scope and resources in activity to be restrained, as described herein, are reasonable and do not impose a greater restraint than necessary to protect the development good will and retention other legitimate business interests of its Inventionsthe Company, including without limitation, Confidential Information (including trade secrets), customersclient, accounts customer and/or vendor relationships, client and/or customer goodwill and business partnersproductivity, and further acknowledges that during (iii) in the course event of termination of the Executive's ’s employment, the Executive’s experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable according to their terms, shall remain in full force and effect even in the event of the Executive’s involuntary termination from employment, with the Company or without Cause and (v) the Executive has had carefully read this Agreement and will have access has given careful consideration to the Company's Inventions restraints imposed upon the Executive by this Agreement and Confidential Information (including trade secrets), and will be introduced consents to existing and prospective customers, accounts and business partners the terms of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customerrestrictive covenants in this Section 5.3, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive knowledge that this Agreement may not, directly or indirectly, entice, solicit or encourage be terminated at any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business time in accordance with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyprovisions hereof.
Appears in 4 contracts
Samples: Employment Agreement (Sprouts Farmers Markets, LLC), Employment Agreement (Sprouts Farmers Markets, LLC), Employment Agreement (Sprouts Farmers Markets, LLC)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (including trade secretsthe “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.
(ab) During The Executive hereby agrees and covenants that he shall not, during the Term, Employment Period and for a period of one year thereafter, the Executive may notany Separation Period, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), reduce its relationship (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until two (2) years following the termination of this Agreement or of the Executive’s employment with the Company (including upon expiration of this Agreement), whichever occurs later, unless this Agreement or refrain from establishing Executive’s employment was terminated by Executive for Good Reason or expanding a relationship with the Companyby Company without Cause.
Appears in 4 contracts
Samples: Executive Employment Agreement (Bullfrog Gold Corp.), Executive Employment Agreement (American Strategic Minerals Corp), Executive Employment Agreement (American Strategic Minerals Corp)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's ’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "“goodwill" ” associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Company’s board of directors (the “Board”), (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 4 contracts
Samples: Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, customers, accounts to be protected by the non-competition restrictions set forth herein. The Executive agrees and business partners, and further acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the United States during the course term of the Executive's employment with ’s employment, the Company the Executive has had and will have access definition of Geographic Boundary shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than a holder of less than one percent (5%) of the Company to cease doing business outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the CompanyCompany and for a period equal to the greater of (i) one year (two years, reduce its relationship if termination of this Agreement or of Executive’s employment is pursuant to Section 12(f)(i) hereof) following the termination of this Agreement or of the Executive’s employment with the Company or refrain from establishing (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 12(e) or expanding a relationship 12(f)(ii) of this Agreement following the termination of this Agreement and of the Executive’s employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The “Business of the Company” is defined as the development and production of ethanol and other alternatives to petroleum-based fuels within the Geographic Boundary.
Appears in 4 contracts
Samples: Employment Agreement (Ethanex Energy, Inc.), Employment Agreement (Alternative Energy Sources Inc), Employment Agreement (Ethanex Energy, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial timenon-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company's business may be conducted worldwide (the "Territory"), money and resources that the Territory, scope of prohibited competition, and time duration set forth in the development non --competition restrictions set forth below are reasonable and retention necessary to maintain the value of its Inventions, the Confidential Information (including trade secrets), customers, accounts and business partnersof, and further acknowledges that during to protect the course goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section shall survive the termination of the Executive's employment with hereunder for the Company the Executive has had and will have access to the Company's Inventions and Confidential Information time periods specified below.
(including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. b) The Executive acknowledges hereby agrees and agrees covenants that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but he shall not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Term and thereafter to the extent described below, within the Territory:
i.) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market in an amount which next sentence. For purposes hereof, the term "Business" shall not exceed 3% mean any business using oncology therapy using drugs that inhibit soluble TNF or therapies that prime NK cells using a tumor cell line;
ii.) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the outstanding shares Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of an competing with the Business of the Company;
iii.) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive's employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such corporationcustomer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
iv.
) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (bi), (ii), (iii) During and (iv) above, the Termrestrictions of this Section shall continue during the Employment Term hereof and, and upon termination of the Executive's employment for Good Reason, termination because of a Change of Control, for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 4 contracts
Samples: Employment Agreement (Inmune Bio, Inc.), Employment Agreement (Inmune Bio, Inc.), Employment Agreement (Inmune Bio, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below.
(ab) During the Term, The Employee hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than (i) as a holder of less than two (2%) percent of the Company to cease doing business outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the CompanyCorporation; provided however, reduce its relationship that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Company ownership, management, operation or refrain from establishing or expanding a relationship control of any business in competition with the CompanyBusiness of the Corporation, as defined in the next sentence. “Business” shall mean the development and sale of lighter than air and heavier than air tethered aerostats or drones.
Appears in 4 contracts
Samples: Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During Executive agrees and acknowledges that for one (1) year period following the Termend of Executive’s employment for any reason, and for a period of one year thereafter, the Executive may shall not, without the prior written consent either on Executive’s own behalf or on behalf of the Board, any third party (whether as an A) directly or indirectly hire any employee, agent, servant, owner, partner, consultant, independent contractor, representativeor consultant or any person who was an employee, stockholder independent contractor, or in consultant of the Company within the preceding six (6) months, or (B) directly or indirectly encourage, induce, attempt to induce, solicit or attempt to solicit (on Executive’s own behalf or on behalf of any other capacity whatsoeverbusiness, enterprise, or individual) participate in any business that offers products employee, independent contractor, or services competitive in any way consultant to those offered by leave or curtail his or her employment or engagement with the Company or any of its affiliates; provided, however, that were under active development by notwithstanding the Company during the Termforegoing, provided that nothing herein this Section 7(a) shall prohibit the not prevent Executive from owning securities undertaking general solicitations of corporations which are listed on a national securities exchange employment not targeted at employees, independent contractors, or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ consultants of the Company or any independent contractor to sever of its engagement with the Company, absent prior written consent to do affiliates (so from the Board.
(c) During the Term, and for a period of one year thereafter, the long as Executive may does not, directly or indirectly, enticehire any such employee, solicit independent contractor, or encourage consultant).
(b) The Parties agree that the relevant public policy aspects of post-employment restrictive covenants have been discussed, and that every effort has been made to limit the restrictions placed upon Executive to those that are reasonable and necessary to protect the Company’s legitimate interests. Executive acknowledges that, based upon Executive’s education, experience, and training, the restrictions set forth in this Section 7 will not prevent Executive from earning a livelihood and supporting Executive and Executive’s family during the relevant time period. Executive further acknowledges that, because the Company markets its products and services throughout the Restricted Territory, a more narrow geographic limitation on the restrictive covenants set forth above would not adequately protect the Company’s legitimate business interests.
(c) If any customerrestriction set forth in this Section 7 is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, prospective customerit shall be interpreted to extend over the maximum period of time, vendor, strategic partner range of activities or geographic area as to which it may be enforceable.
(d) The restrictions contained in Section 7 are necessary for the protection of the business associate and goodwill of the Company and/or its affiliates and are considered by Executive to cease doing business with the Company, reduce its relationship with be reasonable for such purposes. Executive agrees that any material breach of Section 7 will result in irreparable harm and damage to the Company and/or its affiliates that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or refrain in equity (including, without limitation, money damages from establishing Executive), the Company and/or such affiliate shall be entitled to a temporary restraining order, preliminary injunction or expanding such other form of injunctive or equitable relief as may be issued by any court of competent jurisdiction or arbitrator to restrain or enjoin Executive from breaching any such covenant or provision or to specifically enforce the provisions hereof, without the need to post any bond or other security.
(e) The existence of a relationship with claim, charge, or cause of action by Executive against the CompanyCompany shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants.
(f) The provisions of this Section 7 shall apply regardless of the reason for the termination of Executive’s employment.
Appears in 4 contracts
Samples: Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that the Confidential Information that Executive has already received and will receive is valuable to the Company has invested substantial timeand that its protection and maintenance constitutes a legitimate business interest of the Company, money to be protected by the non-competition restrictions set forth herein. Executive agrees and resources acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the development and retention United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its Inventionsproducts and services to customers located, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that in areas other than the United States during the course term of the Executive's employment with Employment Period, the Company the Executive has had and will have access definition of Territory shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter during the period described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company. Notwithstanding the restrictions set forth above, Company acknowledges and accepts that Executive has existing investments in various patent assets and Executive represents and warrants that the management of those assets will not interfere in any manner with the management of the Company and Executive’s responsibilities to Company and he will not assume ownership, control or management of any additional investments in any patents assets or other assets that are deemed to be competitive to Company (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company);
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until one (1) year following the termination of this Agreement or of Executive’s employment with the Company (including upon expiration of this Agreement).
Appears in 3 contracts
Samples: Executive Employment Agreement (Marathon Patent Group, Inc.), Executive Employment Agreement (Marathon Patent Group, Inc.), Executive Employment Agreement (Marathon Patent Group, Inc.)
Non-Competition and Non-Solicitation. The 8.1 During the Restricted Period (as defined below), the Executive acknowledges that shall not, in the geographical area in which the Company does business or has invested substantial timedone business at the time of his employment termination, money engage in any business or enterprise that would be competitive with any business of the Segment (or, after the Separation, PubCo) in existence as of the Date of Termination (a “Competitive Business”). This obligation shall preclude any involvement in a Competitive Business, whether on a direct or indirect basis, and resources whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the passive holder of not more than 1% of the outstanding stock of a publicly-held company. Notwithstanding the foregoing and notwithstanding any other non-competition restrictions the Executive is asked to execute in the development and retention of its Inventionsfuture, Confidential Information if the Executive is considering employment or other involvement with another business or enterprise that would be potentially deemed a Competitive Business during the Restrictive Period (including trade secretsas defined below), customers, accounts and business partners, and further acknowledges that during the course Company will consider in good faith any request the Executive makes of the Company to be released from the Executive's employment ’s Non-Compete Restrictions in connection with the potentially accepting such alternative employment. The Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Companynot unreasonably deny such a request. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customerthat, account or business partner belongs exclusively in addition to the Companynon-compete restrictions set forth in this Section 8.1, includinghe may become subject to similar non-competition restrictions in the future, but not limited to, any goodwill created including in connection with future equity grants (collectively these non-competition provisions are referred to as a result of direct or indirect contacts or relationships between the “Non-Compete Restrictions”). Those Non-Compete Restrictions shall be no more restrictive upon the Executive (whether in time, geography, or scope) than, and any existing or prospective customers, accounts or business partners. Additionallyshall be amended to mirror, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that Non-Compete Restrictions set forth herein.
8.2 During the value of the Company depends upon his use of such skills on its behalf. In recognition of thisRestricted Period, the Executive covenants and agrees that:
shall not, directly or indirectly, either alone or in association with others, (a) During the Termsolicit, and for a period of one year thereafterrecruit, induce, attempt to induce or permit any organization directly or indirectly controlled by the Executive may notto solicit, without the prior written consent recruit, induce or attempt to induce any employee of the BoardSegment (or, (whether as an employeeafter the Separation, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoeverPubCo) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Segment (or, after the Separation, PubCo), or (b) solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, any person who is employed by the Segment (or, after the Separation, PubCo) or who was employed by the Segment (or, after the Separation, PubCo) at any time during the term of the Executive’s employment with the Company or PubCo, provided that this clause (b) shall not apply to any independent contractor to sever its engagement individual whose employment with the CompanyCompany (or, absent prior written consent to do so from after the Board.
(cSeparation, PubCo) During the Term, and has been terminated for a period of one year thereaftersix (6) months or longer.
8.3 During the Restricted Period, the Executive may shall not, directly or indirectly, enticeeither alone or in association with others, solicit solicit, divert or encourage take away, or attempt to solicit, divert or take away, or permit any customerorganization directly or indirectly controlled by the Executive to solicit, prospective customerdivert or take away, vendoror attempt to solicit, strategic partner divert or take away, the business associate or patronage of any of the Company to cease doing business with clients, customers or accounts, or prospective clients, customers or accounts of the CompanySegment (or, reduce its relationship after the Separation, PubCo), which were contacted, solicited or served by the Segment (or, after the Separation, PubCo) at any time during the Executive’s employment with the Company or refrain from establishing or expanding a relationship with (or, after the CompanySeparation, PubCo).
Appears in 3 contracts
Samples: Employment Agreement (Revelyst, Inc.), Employment Agreement (Outdoor Products Spinco Inc.), Employment Agreement (Vista Outdoor Inc.)
Non-Competition and Non-Solicitation. a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Corporation and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
b) The Executive hereby agrees and covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may not, that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
1. Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business whose primary objective is the mining of crypto currencies through the use of various hashing algorithms and specialized hardware.
2. Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
3. Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Executive had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, prospective or have any discussions regarding any such service with such customer, vendor, strategic partner or business associate on behalf of such other person for the purpose of competing with the Business of the Company Corporation; or
4. Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to cease doing discontinue or reduce its business with the Company, reduce its relationship Corporation for the purpose of competing with the Company or refrain from establishing or expanding Business of the Corporation. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment for a relationship with the Companyperiod of two (2) years thereafter.
Appears in 3 contracts
Samples: Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, customers, accounts to be protected by the non-competition restrictions set forth herein. The Executive agrees and business partners, and further acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the "Geographic Boundary") (to the extent the Company comes to own or operate any material power generating asset in areas other than the United States during the course term of the Executive's employment with employment, the Company the Executive has had and will have access definition of Geographic Boundary shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than a holder of less than one percent (1%) of the Company to cease doing business outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive's employment with the Company, reduce its relationship Company and for a period equal to the greater of (i) one year following the termination of this Agreement or of the Executive's employment with the Company or refrain from establishing (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 11(e) or expanding a relationship 11(f)(ii) of this Agreement following the termination of this Agreement and of the Executive's employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The "Business of the Company" is defined as an energy management company in the business of acquiring and actively managing assets in the power generation industry within the Geographic Boundary.
Appears in 3 contracts
Samples: Employment Agreement (High Tide Ventures, Inc.), Employment Agreement (High Tide Ventures, Inc.), Employment Agreement (High Tide Ventures, Inc.)
Non-Competition and Non-Solicitation. The (a) Executive agrees and acknowledges that the Confidential Information that Executive has already received and will receive is valuable to the Company has invested substantial timeand that its protection and maintenance constitutes a legitimate business interest of the Company, money to be protected by the non-competition restrictions set forth herein. Executive agrees and resources acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the development and retention United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its Inventionsproducts and services to customers located, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that in areas other than the United States during the course term of the Executive's employment with Employment Period, the Company the Executive has had and will have access definition of Territory shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two (2%) percent of the outstanding voting shares of any publicly held company), or whether on Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the business of the Company.
Appears in 3 contracts
Samples: Executive Employment Agreement (CES Synergies, Inc.), Executive Employment Agreement (CES Synergies, Inc.), Executive Employment Agreement (CES Synergies, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company Confidential Information that the Executive has invested substantial timealready received and will receive are valuable to the Company, money its affiliates and/or its clients or customers, and resources that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the development non-competition restrictions set forth below are reasonable and retention necessary to maintain the value of its Inventions, the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is the offering through its online marketplace of high quality new, overstock, close-out and refurbished brand name consumer merchandise (including trade secretsthe “Business of the Company”).
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), customersor whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafterfollowing the termination of this Agreement for any reason, in the Executive may notGeographic Boundary:
(i) Engage, without own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the prior written consent ownership, management, operation or control of any business in competition with the Business of the BoardCompany;
(ii) Solicit, (whether as an employeepersuade or induce any Customer: to terminate, agentreduce or refrain from renewing, servantextending, owner, partner, consultant, independent contractor, representative, stockholder or in any entering into contractual or other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by relationships with the Company or that were under active development by to become a customer of or enter into any contractual or other relationship with any other individual, person or entity for the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities purpose of corporations which are listed on a national securities exchange purchasing competitive products or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.services; or
(biii) During the TermRecruit, and for a period of one year thereafterhire, the Executive may not enticeinduce, solicit contact, divert or encourage solicit, or attempt to recruit, induce, contact, divert or solicit, any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with leave the Companyemployment thereof, reduce its relationship with the Company whether or refrain from establishing or expanding a relationship with the Companynot any such employee is party to an employment agreement.
Appears in 3 contracts
Samples: Employment Agreement (Cape Coastal Trading Corp), Employment Agreement (Cape Coastal Trading Corp), Employment Agreement (Cape Coastal Trading Corp)
Non-Competition and Non-Solicitation. Employee presently has specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other confidential information, goodwill and trade secrets that were among the assets of the Company prior to the Effective Date. Employee acknowledges his expertise and specialized knowledge of research and development, and other Confidential Information of the Company. Employee will continue to obtain and develop specialized knowledge of Confidential Information of the Company and its affiliates and the business of the Company through his continued involvement in the business of the Company, including his employment under this Agreement. The Executive acknowledges Company’s promise to provide Employee with this Confidential Information is an essential part of the Company’s agreement to employ Employee pursuant to this Agreement. In consideration of the Company’s promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Company has invested substantial time, money and resources in the development its affiliates will continue to develop and/or receive and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and Employee will have access to through the Company's Inventions and Confidential Information (including trade secrets)Term, and will be introduced to existing and prospective customers, accounts and business partners ensure the protection of the Company. The Executive acknowledges ’s and agrees that any its affiliates’ Confidential Information during Employee’s employment and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionallythereafter, the parties acknowledge Company and Employee agree and covenant that Executive possesses skills that are special, unique or extraordinary and that during the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees thatProhibited Period:
(a) During the Term, and for a period of one year thereafter, the Executive may Employee shall not, for whatever reason and with or without the prior written consent of the Boardcause, (whether either individually or in partnership or jointly or in conjunction with any person or persons as an employeeprincipal, agent, servantemployee, stockholder, owner, partnerinvestor, consultant, independent contractor, representative, stockholder partner or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities manner whatsoever (other than a holding of corporations which are shares listed on a national securities United States stock exchange or traded in the national over-the-counter market in an amount which shall automated quotation system that does not exceed 3% one percent of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, (A) engage in the Business or otherwise compete with the Company or any of an its affiliates in the Business in the Restricted Area, (B) solicit business from, or provide services to, any of the customers or accounts of the Company or any of its affiliates in the Business for the Restricted Area, or (C) become the employee of, or otherwise render services to or on behalf of, any enterprise where the division or department in which Employee works competes with such corporation.Business of the Company or any of its affiliates; and
(b) During Employee shall not, directly or indirectly, either for himself or any other person, (A) induce or attempt to induce any employee of the Term, and for a period Company or any of one year thereafter, the Executive may not entice, solicit or encourage any Company employee its affiliates to leave the employ of the Company or any of its affiliates, (B) in any way interfere with the relationship between the Company or any of its affiliates and any employee of the Company or any of its affiliates, (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company or any of its affiliates, or (D) induce or attempt to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage induce any customer, prospective customersupplier, vendor, strategic partner licensee or business associate relation of the Company or any of its affiliates to cease doing business with the CompanyCompany or any of its affiliates or in any way interfere with the relationship between any customer, reduce its relationship with supplier, licensee or business relation of the Company or refrain from establishing or expanding a relationship with the Companyany of its affiliates.
Appears in 3 contracts
Samples: Employment Agreement (Preferred Voice Inc), Employment Agreement (Preferred Voice Inc), Employment Agreement (Preferred Voice Inc)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that the Company has invested substantial timeagrees that, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course term of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information Corporation or its subsidiaries (including trade secrets)any period Executive is hired as a consultant, and will be introduced to existing and prospective customersor any consecutive period in which Executive is employed by any other division, accounts and business partners successor, assign, or related or affiliated entity of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing Corporation or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Termsubsidiaries), and for a period of one year thereaftertwelve (12) consecutive months immediately following the date Executive’s employment terminates:
(i) Executive will not compete with the Corporation or its subsidiaries in any capacity, the Executive may notincluding but not limited to, without the prior written consent of the Board, (whether as an employee, officer, agent, servant, owner, partner, consultantboard member, independent contractor, representativeowner, stockholder or consultant for any person or entity that engages in the same business as the Corporation within a fifty (50) mile radius of 0000 00xx Xxxxxx XX, Xxxxx Xxxxxx, Michigan 49315;
(ii) Executive will not directly or indirectly contact any other capacity whatsoeverclient, account, or customer (which, for purposes of this Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) participate in any for the purpose of soliciting business that offers which would be considered competitive to the products or and services competitive in any way to those offered provided by the Company Corporation or that were under active development by its subsidiaries, or for the Company during purpose of inducing the Termperson or entity to reduce, provided that nothing herein shall prohibit terminate or otherwise adversely alter its business relationship with the Executive from owning securities of corporations which are listed on a national securities exchange Corporation or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.its subsidiaries; and
(biii) During the Term, and for a period of one year thereafter, the Executive may will not entice, solicit either directly or encourage indirectly induce any Company employee to leave the employ of the Company Corporation or its subsidiaries, or solicit the services of the Corporation’s employees, including employees of the Corporation’s subsidiaries.
(b) The Corporation and the Executive agree that the covenants made by Executive in this Section 12 have substantial value to the Corporation. A portion of any independent contractor Severance Benefits paid pursuant to sever its engagement with this Agreement is in consideration of the Companycovenants made by Executive in this Section 12. The Corporation and the Executive agree that out of any Severance Benefits paid, absent an amount equal to Executive’s highest annual base salary in effect during the twelve (12) month period prior written consent to do so from termination of Executive’s employment shall be in consideration of and shall be allocated to the Boardcovenants of Executive in this Section 12.
(c) During the Term, and for a period For purposes of one year thereafterthis Section 12, the Executive may notCorporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, directly whether by purchase, merger, consolidation or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyotherwise.
Appears in 3 contracts
Samples: Employment Agreement (O a K Financial Corp), Employment Agreement (O a K Financial Corp), Employment Agreement (O a K Financial Corp)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that the Company has invested substantial timeagrees that, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course term of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information Corporation or its subsidiaries (including trade secrets)any period Executive is hired as a consultant, and will be introduced to existing and prospective customersor any consecutive period in which Executive is employed by any other division, accounts and business partners successor, assign, or related or affiliated entity of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing Corporation or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Termsubsidiaries), and for a period of one year thereaftertwelve (12) consecutive months immediately following the date Executive’s employment terminates:
(i) Executive will not compete with the Corporation or its subsidiaries in any capacity, the Executive may notincluding but not limited to, without the prior written consent of the Board, (whether as an employee, officer, agent, servant, owner, partner, consultantboard member, independent contractor, representativeowner, stockholder or consultant for any person or entity that engages in the same business as the Corporation within a fifty (50) mile radius of 0000 00xx Xxxxxx XX, Xxxxx Xxxxxx, Michigan 49315;
(ii) Executive will not directly or indirectly contact any other capacity whatsoeverclient, account, or customer (which, for purposes of this Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) participate in any for the purpose of soliciting business that offers which would be considered competitive to the products or and services competitive in any way to those offered provided by the Company Corporation or that were under active development by its subsidiaries, or for the Company during purpose of inducing the Termperson or entity to reduce, provided that nothing herein shall prohibit terminate or otherwise adversely alter its business relationship with the Executive from owning securities of corporations which are listed on a national securities exchange Corporation or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.its subsidiaries; and
(biii) During the Term, and for a period of one year thereafter, the Executive may will not entice, solicit either directly or encourage indirectly induce any Company employee to leave the employ of the Company Corporation or its subsidiaries, or solicit the services of the Corporation’s employees, including employees of the Corporation’s subsidiaries.
(b) The Corporation and the Executive agree that the covenants made by Executive in this Section 9 have substantial value to the Corporation. A portion of any independent contractor Severance Benefits paid pursuant to sever its engagement with this Agreement is in consideration of the Companycovenants made by Executive in this Section 9. The Corporation and the Executive agree that out of any Severance Benefits paid, absent an amount equal to Executive’s highest annual base salary in effect during the twelve (12) month period prior written consent to do so from termination of Executive’s employment shall be in consideration of and shall be allocated to the Boardcovenants of Executive in this Section 9.
(c) During the Term, and for a period For purposes of one year thereafterthis Section 9, the Executive may notCorporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, directly whether by purchase, merger, consolidation or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyotherwise.
Appears in 3 contracts
Samples: Management Continuity Agreement (O a K Financial Corp), Management Continuity Agreement (O a K Financial Corp), Management Continuity Agreement (O a K Financial Corp)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention Upon any termination of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course this Agreement or upon expiration of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and if RE/MAX JAPAN exercises its rights under Paragraph 18.d, 18.e, or 00.x, xxxxx, xxxxxxx Xxxxxxxx Xxxxxxxxxx nor any of its Principals shall for a period of one year thereaftertwo (2) years, commencing on the Executive may noteffective date of such termination or expiration: (a) have any direct or indirect interest (through an Affiliate, a member of the Immediate Family (defined below) of a Principal or otherwise) as a disclosed or beneficial owner in any Competitive Business located or operating anywhere in the Region or in any Person located anywhere in the Region which grants franchises, licenses or other interests to others for the operation of any Competitive Business; (b) perform services or give advice as a director, officer, manager, employee, consultant, representative, agent, or otherwise for any Competitive Business located or operating anywhere in the Region or for any Person located anywhere in the Region which grants franchises, licenses or other interests to others for the operation of any Competitive Business; (c) directly or indirectly induce, or seek to induce, any Franchisee to modify, rescind, terminate or breach its Franchise Document; or (d) directly or indirectly employ, or seek to employ, any person who is employed by any Franchisee, nor induce nor attempt to induce any such person to leave his or her employment, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder RE/MAX JAPAN and such person's employer. If Regional Franchisee or in any other capacity whatsoever) participate in of its Principals fails to abide by any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Termforegoing covenants, and RE/MAX JAPAN obtains enforcement thereof in a judicial proceeding, the breached covenant shall be for a period of one year thereaftertime expiring two (2) years after the date Regional Franchisee or such other person commences compliance with the order enforcing the breached covenant. Regional Franchisee and its Principals expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills, the Executive may not entice, solicit or encourage any Company employee to leave the employ so that enforcement of the Company foregoing covenants will not deprive them of their ability to earn a living. “Immediate Family” shall mean the spouse, brothers, sisters and children, whether natural or any independent contractor to sever its engagement with the Companyadopted, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyreferenced Individual.
Appears in 3 contracts
Samples: Franchise Agreement (Exceed World, Inc.), Franchise Agreement (Exceed World, Inc.), Franchise Agreement (Exceed World, Inc.)
Non-Competition and Non-Solicitation. The [For Chief Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:Officer only]
(a) During the Term, and Stockholder agrees for a period of one year thereafterthree (3) years immediately following the Closing Date, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may Stockholder will not, directly or indirectly, enticeown, solicit manage, control, be employed by, operate, perform, have any interest in or encourage otherwise be engaged in or concerned with any customerbusiness that develops, prospective customermanufactures, vendorsells, strategic partner markets or business associate distributes, anywhere in the world, products or devices intended for the treatment of venous reflux disease that compete with any products or devices being developed, manufactured, sold, marketed or distributed by or on behalf of the Company as of the date hereof, including without limitation any such products or devices that are under development as of the date hereof but not yet offered for sale by the Company (the “Business”) ; provided, however, that (i) Stockholder shall be permitted to cease doing work for a division, entity, or subgroup of any of such competing business so long as such division, entity, or subgroup does not engage in a business (including, without limitation, development, manufacturing, marketing, sales or technical or sales support) that makes such entity compete with the Business and Stockholder does not facilitate, directly or indirectly, competition with the Business, and (ii) Stockholder may also receive and hold in such situation equity in such entity that he obtains in connection with such service on the same basis as other employees similarly situated to Stockholder; provided, further, that Stockholder shall not be prohibited from owning not more than 1% of any class of securities of any entity, whether such securities are publicly traded on a recognized securities exchange or are privately held. Stockholder expressly acknowledges that the foregoing geographic area is reasonable and necessary to protect the legitimate business interests of the Company, reduce its relationship especially given the special information and knowledge held by Stockholder. Further, Stockholder acknowledges that the Company would not proceed with the Company transactions contemplated by the Merger Agreement without receiving the full scope of the protections provided for hereunder and that any lesser geographic restriction would not adequately protect the Company. Stockholder also agrees that for such period, the Stockholder shall not in any way make any negative or refrain from establishing disparaging statements or expanding communications about the Surviving Corporation, its products or business); conversely, the Surviving Corporation, Parent and the officers thereof agree to not make any negative or disparaging comments or communications regarding Stockholder for such period.
(b) Stockholder agrees that for a relationship period of two (2) years following the Closing Date, Stockholder will not, directly or indirectly, induce any employee to terminate his or her employment with the CompanySurviving Corporation or hire any such employee, provided, however, the foregoing shall not prohibit Stockholder from making general solicitations through advertising, internet postings or other similar solicitations not targeted at employees of the Surviving Corporation, or from hiring any employee of the Surviving Corporation who responds to any such general solicitation without encouragement or inducement by the Stockholder.
(c) Stockholder acknowledges that the restrictions on his activities under this Agreement are necessary for the reasonable protection of Parent and Sub and constitute a material inducement to Parent and Sub entering into and performing under the Merger Agreement. Stockholder further acknowledges, stipulates and agrees that a breach of any of such obligations and agreements will result in irreparable harm and continuing damage to Parent and Sub for which there will be no adequate remedy at law and further agrees that in the event of any breach of said obligations and agreements, Parent, Sub and their successors and assigns will be entitled to injunctive relief and to such other relief as is proper under the circumstances.
(d) It is the desire and intent of the parties to this Agreement that the provisions of this Section 1.9 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any covenant set forth in this Section 1.9 is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable.
Appears in 3 contracts
Samples: Merger Agreement (Vnus Medical Technologies Inc), Merger Agreement (Covidien PLC), Tender and Voting Agreement (Covidien Group S.a.r.l.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money hereby covenants and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges agrees that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafterfollowing the termination of the Executive’s employment by either the Company or the Executive for any reason, the Executive may notshall not (i) perform services which are substantially similar and/or equivalent to the services being performed by the Executive during his employment with the Company, without individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity (each, a “Competing Entity”) that owns, operates, acquires or develops multi-family residential properties within one or more states where the prior written consent Company’s properties, at the time of the BoardExecutive’s termination, are located and which Competing Entity has total assets in excess of $200,000,000 as of the most recently completed quarter prior to the Executive's termination, which value shall be calculated in accordance with generally accepted accounting principles; (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder ii) directly or indirectly solicit any customer or client of the Company (other than on behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) directly or indirectly induce or encourage any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by employee of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee affiliated entities to leave the employ of the Company or any independent contractor affiliated entities. The foregoing covenants and agreements of the Executive are referred to sever its engagement with herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, absent prior notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written consent to do so notice from the BoardExecutive of such non-payment.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 3 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Employment Agreement (Globecomm Systems Inc), Employment Agreement (Globecomm Systems Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company Confidential Information that the Executive has invested substantial timealready received and will receive are valuable to the Company, money its affiliates and/or its clients or customers, and resources that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States ("the Geographic Boundary"), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the development non-competition restrictions set forth below are reasonable and retention necessary to maintain the value of its Inventions, the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is making federal and alternative loans to students (including trade secretsthe "Business of the Company").
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), customersor whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereaftertwo years following the termination of this Agreement and the Executive's employment with the Company for any reason, in the Executive may notGeographic Boundary:
(i) Engage, without own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the prior written consent ownership, management, operation or control of any business in competition with the Business of the BoardCompany;
(ii) Solicit, (whether as an employeepersuade or induce any Customer: to terminate, agentreduce or refrain from renewing, servantextending, owner, partner, consultant, independent contractor, representative, stockholder or in any entering into contractual or other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by relationships with the Company or that were under active development by to become a customer of or enter into any contractual or other relationship with any other individual, person or entity for the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities purpose of corporations which are listed on a national securities exchange purchasing competitive products or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.services; or
(biii) During the TermRecruit, and for a period of one year thereafterhire, the Executive may not enticeinduce, solicit contact, divert or encourage solicit, or attempt to recruit, induce, contact, divert or solicit, any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with leave the Companyemployment thereof, reduce its relationship with the Company whether or refrain from establishing or expanding a relationship with the Companynot any such employee is party to an employment agreement.
Appears in 2 contracts
Samples: Employment Agreement (Mru Holdings Inc), Employment Agreement (Mru Holdings Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Proprietary Information (including trade secrets)) as defined in the Company's Proprietary Information and Intellectual Property Agreement referenced in Section 10 of this Agreement, customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. The Executive expressly acknowledges that the provisions of this Section 4 are necessary to protect the investment by the Company in HumanClick. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafterafter termination of this Agreement, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development or consideration by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one (1) year thereafterafter termination of this Agreement, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafterafter termination of this Agreement, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, customer or prospective customer, vendor, strategic partner or business associate customer of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Employment Agreement (Liveperson Inc), Stock Purchase Agreement (Liveperson Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his his/her use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year six (6) months thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from (i) owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporationcorporation or (ii) after termination of his/her employment (x) participating in the business of a separately managed and operated division, subsidiary or affiliate of a Competitor, provided that such division, subsidiary or affiliate does not offer Competitive Services and the Executive has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate or (y) becoming affiliated with an entity that is not a Competitor but that is subsequently acquired by or merged with a Competitor, provided that, following such acquisition or merger, s/he is participating in the business of a separately managed and operated division, subsidiary or affiliate of the Competitor that does not offer Competitive Services and s/he has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate.
(b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the BoardCompany.
(c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Employment Agreement (Predictive Systems Inc), Employment Agreement (Predictive Systems Inc)
Non-Competition and Non-Solicitation. 11.1 The Executive Employee acknowledges that the Company has invested substantial time, money and resources in the development Employee’s position of Vice President – Finance, the Employee occupies a position of trust and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Companyconfidence. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and Employee understands that the value of following restrictions may limit the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for Employee’s ability to earn a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or livelihood in any other capacity whatsoever) participate in any a business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notwhich, directly or indirectly, enticecompete with the Company. However, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of the Company to cease doing clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business with interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for the Restricted Period (as defined below), the Employee will not, except as specifically provided below, anywhere in any county of any state within the geographic boundaries of the Company’s operations, reduce its relationship with which, for the Company or refrain from establishing or expanding a relationship with purposes of any event occurring prior to the Date of Termination, shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (the “Restricted Territory”), directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity: (a) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or solid waste landfill; or (b) enter the employ as a manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that the Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own Two Percent (2%) or more of any class of securities of such business. The term “Restricted Period” shall mean the period commencing on the Effective Date and ending on the first anniversary of the Date of Termination.
Appears in 2 contracts
Samples: Employment Agreement (Waste Connections, Inc.), Employment Agreement (Waste Connections, Inc.)
Non-Competition and Non-Solicitation. 11.1 The Executive Employee acknowledges that the Company has invested substantial time, money and resources in the development Employee’s position of Vice President and retention Chief Tax Officer, the Employee occupies a position of its Inventions, Confidential Information (including trade secrets), customers, accounts trust and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Companyconfidence. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and Employee understands that the value of following restrictions may limit the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for Employee’s ability to earn a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or livelihood in any other capacity whatsoever) participate in any a business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notwhich, directly or indirectly, enticecompete with the Company. However, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of the Company to cease doing clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business with interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for the Restricted Period (as defined below), the Employee will not, except as specifically provided below, anywhere in any county of any state within the geographic boundaries of the Company’s operations, reduce its relationship with which, for the Company or refrain from establishing or expanding a relationship with purposes of any event occurring prior to the Date of Termination, shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (the “Restricted Territory”), directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity: (a) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or solid waste landfill; or (b) enter the employ as a manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that the Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own Two Percent (2%) or more of any class of securities of such business. The term “Restricted Period” shall mean the period commencing on the Effective Date and ending on the first anniversary of the Date of Termination.
Appears in 2 contracts
Samples: Employment Agreement (Waste Connections, Inc.), Employment Agreement (Waste Connections, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below.
(ab) During the Term, The Employee hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customerother individual or representative capacity (other than (i) as a holder of less than 5% (five percent)of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, prospective customerpassive minority interest holder in a venture capital fund, vendorprivate equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, strategic partner that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business associate in competition with the Business of the Company to cease doing business with Corporation, as defined in the Company, reduce its relationship with next sentence. “Business” shall mean the Company development and sale of lighter than air and heavier than air tethered aerostats or refrain from establishing or expanding a relationship with the Companydrones.
Appears in 2 contracts
Samples: Employment Agreement (Safe Pro Group Inc.), Employment Agreement (Safe Pro Group Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company's Inventions , which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information Information; (including trade secretsiii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5(b) and Section 5(c), and will be introduced of the Executive’s being granted access to existing and prospective the customers, accounts trade secrets and business partners other Confidential Information of the Company. The , the Executive acknowledges and agrees that any the following restrictions on the Executive’s activities during and all "after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive Confidential Information and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value other legitimate interests of the Company depends upon his use of such skills on its behalf. In recognition of thisfrom unfair and inappropriate competition:
(i) During the Restricted Period, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may will not, without the prior written consent of MFA, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the TermNASDAQ National Market System, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% own more than five percent of the outstanding shares of any publicly traded company) or partner with, or as an such corporationofficer, director, employee or consultant of, any Competitor.
(bii) During the Term, and for a period of one year thereafterRestricted Period, the Executive may not enticewill not, solicit without the prior written consent of MFA, directly or encourage indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any Company employee other capacity), engage in any activity intentionally to leave interfere with, disrupt, diminish or damage the employ business of the Company or any independent contractor to sever its engagement with the Company, absent or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employment or December 31, 2018, the Executive will not, without the prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notMFA, directly or indirectlyindirectly (individually, enticeor through or on behalf of another entity as owner, solicit partner, agent, employee, consultant, or encourage in any customerother capacity), prospective customer(A) solicit, vendorencourage, strategic partner or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business associate relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the Company six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to cease doing business with any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the CompanyExecutive and that does not directly or indirectly target current or former employees of MFA or its affiliates, reduce its relationship with or by a headhunter employed by such entity, which in either case does not involve the Company or refrain from establishing or expanding Executive, shall not be a relationship with the Companyviolation of this Section 7(b)(iii).
Appears in 2 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that In order to protect the Company has invested substantial timeEntities’ Proprietary Information and good will, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with while I am employed by the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereaftertwelve (12) months following the termination of my employment for any reason, except as provided in the Executive may notlast two sentences of this Section 8, without I agree that I will not directly or indirectly: (a) perform the prior written consent of same or similar services in the BoardRestricted Area (as defined below) for any Competitor (as defined below) as those I performed for the Company Entities during my employment with the Company; (b) engage in or become employed in any capacity by, (whether as or become an employeeofficer, director, agent, servant, owner, partner, consultant, independent contractor, representativeshareholder or partner of any partnership, stockholder corporation or in any other capacity whatsoever) participate in any business entity that offers products at the time of my engagement is engaged in, or services competitive in any way is planning to those offered engage in, the Business, unless I am engaged solely by the Company a division or affiliate of such partnership, corporation or entity that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded does not engage in the national over-the-counter market Business and the entity or division, as applicable, which engages in an amount which shall not exceed 3the Business represents no more than 10% of the outstanding shares such entity’s (or, in case of an such corporation.
(b) During the Term, and for a period of one year thereafteraffiliate, the Executive may entire controlled group’s) annual revenues and I am not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notinvolved, directly or indirectly, enticein any plans to engage in the Business, solicit or encourage I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any customerCompetitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, prospective customersolicit, vendorcontact, strategic partner or business associate provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or serviced for the Company Entities during my employment or, on or following my termination date, within the two years prior to cease doing my termination date; (ii) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business with of the Company, reduce its relationship Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or refrain from establishing any activities by me permitted by the Carve-out. I recognize and agree that as part of my job duties and responsibilities, I will be providing services for or expanding a relationship on behalf of the Company Entities that are coextensive with the Companyentire geographic scope of the Company Entities’ business, and that because of the global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company Entities’ business and their focus on the Business, my performance of my duties and responsibilities is not tied to any specifically designated territory or geographic region.
Appears in 2 contracts
Samples: Employment Agreement (Duck Creek Technologies, Inc.), Employment Agreement (Duck Creek Technologies, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, customers, accounts to be protected by the non-competition restrictions set forth herein. The Executive agrees and business partners, and further acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the "Geographic Boundary") (to the extent the Company comes to own or operate any material asset in other areas of the United States during the course term of the Executive's employment with employment, the Company the Executive has had and will have access definition of Geographic Boundary shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive's employment with the Company and for a period equal to the greater of (i) one year (two years, if termination of this Agreement or of Executive's employment is pursuant to Section 12(f)(i) hereof) following the termination of this Agreement or of the Executive's employment with the Company or (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of this Agreement and of the Executive's employment, in the Geographic Boundary:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The "Business of the Company" is defined as the development and production of ethanol and other alternatives to petroleum-based fuels within the Geographic Boundary.
(ii) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement.
(iii) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Executive had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including; without limitation, any supplier, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the Business of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Alternative Energy Sources Inc), Employment Agreement (Alternative Energy Sources Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to the Company's Inventions trade secrets and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. The Executive acknowledges and agrees that any and all "goodwill" associated Therefore, in consideration of the Executive’s continued employment with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and any existing or prospective of the Executive’s being granted access to the customers, accounts or business partners. Additionallytrade secrets and other Confidential Information of the Company, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and agrees that the value following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company depends upon his use of such skills on its behalf. In recognition of thisfrom unfair and inappropriate competition:
(i) During the Restricted Period, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may will not, without the prior written consent of MFA, within the BoardUnited States, manage, operate, control or be connected as a stockholder (whether other than as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder a holder of shares publicly traded on a stock exchange or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the TermNASDAQ National Market System, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an such corporationofficer, director, employee or consultant of, any Competitor.
(bii) During the Term, and for a period of one year thereafterRestricted Period, the Executive may not enticewill not, solicit without the prior written consent of MFA, directly or encourage indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any Company employee other capacity), engage in any activity intentionally to leave interfere with, disrupt, diminish or damage the employ business of the Company or any independent contractor to sever its engagement with the Company, absent or its relationship with any client, supplier or other business relationship of the Company.
(iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employment or December 31, 2021, the Executive will not, without the prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notMFA, directly or indirectlyindirectly (individually, enticeor through or on behalf of another entity as owner, solicit partner, agent, employee, consultant, or encourage in any customerother capacity), prospective customer(A) solicit, vendorencourage, strategic partner or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business associate relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the Company six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to cease doing business with any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the CompanyExecutive and that does not directly or indirectly target current or former employees of MFA or its affiliates, reduce its relationship with or by a headhunter employed by such entity, which in either case does not involve the Company or refrain from establishing or expanding Executive, shall not be a relationship with the Companyviolation of this Section 7(b)(iii).
Appears in 2 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that (a) For an eighteen (18) month period following the Company has invested substantial timeClosing Date, money and resources Seller shall not (1) solicit Branch Customers for financial products or services of the type included in the development Purchased Assets or the Assumed Liabilities on the basis of their being or having been a Branch Customer (e.g., through use of a list of Branch Customers), or (2) establish or maintain any retail branch banking office or ATM in the areas listed in Schedule 7.7(a) serving the mass retail banking market and retention the small business banking market currently served by Seller through Business Direct; provided, however, that, for the avoidance of doubt, this Section 7.7(a) shall not prohibit or in any way limit Seller or any of its InventionsAffiliates, Confidential Information after the Closing Date, from offering products and services to customers as part of the businesses of Seller and its Affiliates that are not being sold pursuant to this Agreement, including the conduct of the Retained Business, the Excluded Assets or the Excluded Liabilities and any business of Seller conducted on a national or regional basis so long as such activities do not involve the solicitation of customers described in the preceding clause (including trade secrets1); provided further that this Section 7.7(a) shall not restrict Seller or any of its Affiliates from making any acquisition (through merger, stock purchase or purchase of all or substantially all of another banking institution’s assets) of any then existing retail branch banking office or ATM from another banking institution located in the areas listed in Schedule 7.7(a), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and provided that the value of the Company depends upon his use newly acquired retail branch banking offices or ATMs within the areas listed in Schedule 7.7(a) would not constitute more than 40% of such skills on its behalf. In recognition of this, acquired entity’s consolidated total revenues in the Executive covenants and agrees that:
(a) During last completed fiscal quarter immediately preceding the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent consummation of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporationpurchase transaction.
(b) During Without limiting the TermConfidentiality Agreement, and for a an eighteen (18) month period of one year thereafter, following the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.Closing Date:
(c1) During the Term, Purchaser and for a period of one year thereafter, the Executive may its Affiliates shall not, directly or indirectly, enticesolicit for employment or hire any Retained Employee; provided that this Section 7.7(b)(1) shall not prohibit Purchaser or any of its Affiliates from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Retained Employees or hiring any Retained Employee as a result of such general purpose advertisement or (ii) hiring any Retained Employee who was terminated by Seller after the Closing Date; and
(2) Seller shall not, directly or indirectly, solicit for employment any Transferred Branch Employee; provided that this Section 7.7(b)(2) shall not prohibit Seller from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Transferred Branch Employees or encourage hiring any customerTransferred Branch Employee as a result of such general purpose advertisement or (ii) hiring any Transferred Branch Employee who was terminated by Purchaser or any of its Affiliates after the Closing Date.
(c) For an eighteen (18) month period following the Closing Date, prospective customerand without limiting any confidentiality obligation otherwise applicable to it or them, vendorPurchaser and its Affiliates shall not, strategic partner directly or business associate indirectly, use any information regarding the Retained Businesses in their possession as a result of the Company transactions contemplated by this Agreement, including as part of the books and records that are Purchased Assets, to cease doing business solicit customers of the Retained Business for products or services; provided that nothing in this Section 7.7(c) shall be construed as limiting the ability of Purchaser to (1) engage in general solicitation, advertising or marketing not specifically targeted at such customers; or (2) service customers of the Retained Businesses who also are customers of Purchaser or its Affiliates.
(d) From the date hereof until the Closing Date, Purchaser will not use the existence of the transactions contemplated by this Agreement (or its status as Purchaser) to attempt to (1) solicit Branch Customers through specifically targeted advertising or marketing or (2) induce such Branch Customers to close any account and open accounts directly with Purchaser.
(e) Each of Purchaser and Seller understands and acknowledges that (1) it would be difficult to calculate damages to Seller or Purchaser, as applicable, from any breach of the Companyobligations of Purchaser or Seller, reduce its relationship with as applicable, under this Section 7.7, (2) injury to Purchaser or Seller, as applicable, from any such breach would be irreparable and impossible to measure and (3) the Company remedy at law for any breach or refrain from establishing threatened breach of this Section 7.7 would therefore be an inadequate remedy and, accordingly, Purchaser and Seller shall, in addition to all other available remedies (including, without limitation, seeking such damages as either can show it has sustained by reason of such breach and/or the exercise of all other rights either has under this Agreement), be entitled to seek injunctive relief, specific performance and other equitable remedies without the necessity of showing actual damages or expanding posting of a relationship with bond.
(f) Purchaser and Seller understand and acknowledge that the Companyrestrictive covenants and other agreements contained in this Section 7.7 are an essential part of this Agreement and the transactions contemplated hereby and thereby. It is the intention of the parties that, if any of the restrictions or covenants contained herein are held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent that such provision would then be valid or enforceable under applicable Law, such provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law.
(g) For the avoidance of doubt, none of the restrictions imposed by applicable subsections of this Section 7.7 that is applicable to a person that is an Affiliate of a party shall apply to such person if such person ceases to be an Affiliate of such party.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Flagstar Bancorp Inc), Purchase and Assumption Agreement (Flagstar Bancorp Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that Employee and the Company has invested substantial time, money and resources in agree to the development and retention provisions of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partnersthis Section 3 as a condition of, and further acknowledges that during the course of the Executive's employment with as an express incentive for the Company to enter into, the Executive has had Stock Option Agreement and will have access to issue the Company's Inventions option to purchase shares of Common Stock (the “Option”) on the terms and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Companyconditions set forth thereunder. The Executive Employee expressly acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively the issuance of the Option creates an additional incentive for Employee to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that increase the value of the Company’s interests that are worthy of protection through the non-competition and non-solicitation provisions of this Section 3. Employee further acknowledges that the issuance of the Option further aligns Employee’s interests with the Company’s and the other Company depends upon his use of such skills on Group members’ long-term business interests, and that the restrictions set forth in this Section 3 are reasonably related to the Company’s and the other Company Group members’ interest in protecting its behalfgoodwill. In recognition addition, Employee acknowledges that the restrictions that Employee agrees to herein are necessary to protect the Company’s and the other Company Group members’ additional legitimate business interests, including the protection of thisthe Confidential Information. Employee and the Company agree that the non-competition and non-solicitation provisions of this Section 3 are a material inducement for the Company to issue the Option and for Employee to receive, and to be provided access to, Confidential Information in the Executive course of Employee’s employment.
(a) Employee expressly covenants and agrees that, during the Prohibited Period, Employee will not, directly or indirectly:
(ai) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder Carry on or in any other capacity whatsoever) participate engage in any business that offers products is competitive with, or services competitive similar to, that of any member of the Company Group in the Restricted Area. Accordingly, Employee covenants and agrees that Employee will not, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any way business, individual, partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as Employee expressly agrees that each of the foregoing activities would represent carrying on or engaging in a business similar to (or the same as) a member of the Company Group, as prohibited by this Section 3(a)(i); provided, however, that this Section 3(a)(i) will not prevent Employee from being affiliated with a diversified entity that is a Competing Business, so long as: (A) Employee’s responsibilities for and with respect to such entity do not directly or indirectly involve the Business; and (B) Employee does not violate any of the terms of Section 2 above in the course of such affiliation;
(ii) Solicit, canvass, approach, encourage, entice or induce: (A) any employee of, or individual acting as a consultant to, any member of the Company Group to terminate his or her employment or engagement with any member of the Company Group; or (B) any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group.
(iii) Notwithstanding the foregoing, during the portion of the Prohibited Period that follows the date on which Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 3(a)(i) and 3(a)(ii)(B) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Employee agrees that, during such period, the restrictions on Employee’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to those offered by restrictions set forth in Section 3(a)(ii)(A) and Section 2 above) shall be as follows: during the Prohibited Period, Employee will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or that were under active development by any other member of the Company during Group.
(b) Notwithstanding the Termrestrictions contained in Section 3(a)(i), provided Employee may own an aggregate of not more than 5% of the outstanding stock or other equity security of any class of any publicly traded entity that nothing herein shall prohibit the Executive from owning securities of corporations which are is a Competing Business, if such stock or other equity security is listed on a national securities exchange or regularly traded in the national over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 3(a)(i), provided that neither Employee nor any of Employee’s affiliates have the power, directly or indirectly, to control or direct the management or affairs of any such publicly traded entity and they are not otherwise involved in an amount which shall not exceed 3% the management of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Boardpublicly traded entity.
(c) During Employee and the TermCompany agree and acknowledge that the limitations as to time, geographical area and for a period scope of one year thereafter, activity to be restrained as set forth above are reasonable in all respects and do not impose any greater restraint than is necessary to protect the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or legitimate business associate interests of the Company Group. Employee represents that Employee has read and understands, and agrees to cease doing business with be bound by, the Companyterms of this Exhibit A. Employee understands that the foregoing restrictions may limit Employee’s ability to engage in certain businesses anywhere in the Restricted Area during the Prohibited Period, reduce its relationship with but acknowledges that Employee will receive sufficient consideration to justify such restriction and that Employee’s skills are such that Employee can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent Employee from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court or arbitrator making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make this Exhibit A enforceable under the law or refrain from establishing laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in full force and effect and shall not be rendered void or expanding a relationship with the Companyillegal.
Appears in 2 contracts
Samples: Nonstatutory Stock Option Agreement (Nine Energy Service, Inc.), Nonstatutory Stock Option Agreement (Nine Energy Service, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial timeConfidential Information that the Executive will receive is valuable to the Company, money its affiliates and/or its clients or customers, and resources that its protection and maintenance constitutes a legitimate business interest of Company, its affiliates and/or its clients or customers to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the development non-competition restrictions set forth below are reasonable and retention necessary to maintain the value of its Inventions, the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The Executive also acknowledges that the business of the Company is the offering through its online marketplace of high quality new, overstock, close-out and refurbished brand name consumer merchandise (including trade secretsthe “Business of the Company”).
(b) The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), customersor whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafterfollowing the termination of his employment for any reason, whether voluntary or involuntary, in the Executive may notGeographic Boundary:
(i) Engage, without own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the prior written consent ownership, management, operation or control of any business in competition with the Business of the BoardCompany;
(ii) Solicit, (whether as an employeepersuade or induce any Customer: to terminate, agentreduce or refrain from renewing, servantextending, owner, partner, consultant, independent contractor, representative, stockholder or in any entering into contractual or other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by relationships with the Company or that were under active development by to become a customer of or enter into any contractual or other relationship with any other individual, person or entity for the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities purpose of corporations which are listed on a national securities exchange purchasing competitive products or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.services; or
(biii) During the TermRecruit, and for a period of one year thereafterhire, the Executive may not enticeinduce, solicit contact, divert or encourage solicit, or attempt to recruit, induce, contact, divert or solicit, any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with leave the Companyemployment thereof, reduce its relationship with the Company whether or refrain from establishing or expanding a relationship with the Companynot any such employee is party to an employment agreement.
Appears in 2 contracts
Samples: Employment Agreement (uBid.com Holdings, Inc.), Employment Agreement (uBid.com Holdings, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money hereby covenants and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges agrees that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafterfollowing the termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive may notshall not (i) perform services as an executive officer of a real estate investment trust that competes with the Company (i.e., without owns multi-family apartment at least half of which are located within one hundred miles of apartment communities owned by the prior written consent Company) in the ownership and operation of multi-family residential real estate (each, a “Competing Entity”) or (ii) directly or indirectly solicit any customer or client of the Board, Company (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder other than on behalf of the Company) with respect to the business described in subsection (i) hereof; or in (iii) directly or indirectly induce or encourage any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by employee of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee affiliated entities to leave the employ of the Company or any independent contractor affiliated entities. The foregoing covenants and agreements of the Executive are referred to sever its engagement with herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, absent prior notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written consent to do so notice from the Board.
(c) During Executive of such non-payment. Notwithstanding anything to the Termcontrary in this Agreement, and for in the event that the Executive commences employment with a period of one year thereafterCompeting Entity, the Company shall, effective on the date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive may not, directly or indirectly, entice, solicit or encourage required by Section 7 and/or Section 8 of this Agreement and shall thereafter have no further obligation to make any customer, prospective customer, vendor, strategic partner or business associate of payments to the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the CompanyExecutive under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national overnext sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-therich repeat-counter market in an amount which shall not exceed 3% containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the outstanding shares services of an such corporationEmployee hereunder, as well as all activities that involve the making, use or licensing thereof.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one year two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Polarityte, Inc.), Executive Employment Agreement (Polarityte, Inc.)
Non-Competition and Non-Solicitation. (a) Employee acknowledges that in connection with his employment, he has and will continue to have access to specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other Confidential Information, goodwill and trade secrets that were among the assets of the Company prior to the Effective Date. Employee acknowledges his expertise and specialized knowledge of research and development, and other Confidential Information of the Company. Employee will continue to obtain and develop specialized knowledge of Confidential Information of the Company and its affiliates and the business of the Company through his continued involvement in the business of the Company, including his employment under this Agreement, and that such Confidential Information will enable Employee to irreparably injure the Company if Employee should engage in unfair competition. The Executive acknowledges Company’s promise to provide Employee with this Confidential Information is an essential part of the Company’s agreement to employ Employee pursuant to this Agreement.
(b) Ancillary to and in consideration of the Company’s promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Company has invested substantial time, money and resources in the development its affiliates will continue to develop and/or receive and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and Employee will have access to during his employment with the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners ensure the protection of the Company. The Executive acknowledges ’s and its affiliates’ Confidential Information during Employee’s employment and thereafter, Employee agrees and covenants that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to during the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafterhis employment and until the date that is twelve (12) months after the termination of Employee’s employment for any reason whatsoever, whether voluntary or involuntary (the Executive may “Restrictive Period”) he will not, without the prior written consent approval of the BoardCompany:
(i) acquire a financial interest in, engage in, act for, be employed by, provide services to, or contract with, directly or indirectly (whether individually or as an a partner, officer, manager, employee, agent, servantrepresentative, director, owner, partnertrustee, consultantor other investor of or in, whether as an independent contractor, representativeconsultant or advisor, stockholder or as a sales representative or distributor of any kind) with respect to a Competitive Business;
(ii) solicit or encourage, directly or indirectly and in any other capacity whatsoevercapacity, any employee of the Company to leave the employment of the Company;
(iii) participate employ or solicit for employment, directly or indirectly and in any business that offers products or services competitive in capacity, any way to those offered person who was an employee of the Company during the 6-month period preceding the date of Employee’s termination from the Company, unless such employee was no longer employed by the Company or that were its affiliates and is not subject to a non-competition or similar agreement in favor of the Company or its affiliates at the time of the solicitation and/or employment; and
(iv) solicit or encourage, directly or indirectly and in any capacity, any individual consultant then under active development by contract with the Company to cease work with the Company;
(v) contact, directly or indirectly and in any capacity, any customer, supplier, contractor or subcontractor or prospective customer, supplier, contractor or subcontractor of the Company or its affiliates (1) with whom Employee has had contact on behalf of the Company or its affiliates during the 12-month period preceding the date of Employee’s termination, or (2) about whom Employee has obtained Confidential Information in connection with such Employee’s employment during such 12-month period, or (3) with whom employees reporting to Employee have had personal contact or dealings on behalf of the Company during the Term12-month period preceding the date of Employee’s termination, provided that nothing herein so as to cause or attempt to cause such customer, supplier, contractor or subcontractor or prospective customer, supplier, contractor or subcontractor not to do business with or to reduce business with the Company or its affiliates or divert any business from the Company or its affiliates with respect to a Competitive Business. Nothing contained in this Section 4.1 shall prohibit the Executive Employee from owning (x) acquiring, solely as an investment and through market purchases, securities of corporations any entity which is registered under Section 12(b) or 12(g) of the Securities and Exchange Act of 1934 and which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall publicly traded, so long as Employee is not exceed 3part of any control group of such entity and such securities, including converted securities, do not constitute more than 1% of the outstanding shares voting power of an that entity; or (y) rendering services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such corporation.
(b) During services or employment relate solely to a business of the Term, and for Permitted Company that is not in competition with a period of one year thereafterCompetitive Business. Notwithstanding the foregoing, the restrictions set forth in Section 4.1(b)(i) shall not apply if the benefit amounts payable to Employee as a Participant in the Kraton Performance Polymers, Inc. Executive may not entice, solicit or encourage any Company employee to leave Severance Program in the employ event of Employee’s termination of employment from the Company or any independent contractor to sever its engagement with are materially reduced after the Company, absent prior written consent to do so from the BoardEffective Date.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Non Competition Agreement, Employee Confidentiality and Non Competition Agreement (Kraton Performance Polymers, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions, and other Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year two (2) years thereafter, the Executive may not, without the prior written consent of the BoardCompany, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services directly competitive in any way to with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or that were under active development be employed by the Company an entity engaging in a Business during the Termtwo year post-employment non-competition period if he works for a independently-managed and operated subsidiary, provided affiliate or division of such entity that nothing does not engage in a Business and does not perform any services for the aspects of such entity engaging in a Business. Nothing herein shall prohibit prevent the Executive from acquiring or owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% or less of any publicly-traded class of securities so long as the outstanding shares of an Executive holds such corporationsecurities as a passive investment.
(b) During the Term, and for a period of one year two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) Company. During the Term, and for a period of one year two (2) years thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, customer or prospective customer, vendor, strategic partner or business associate customer of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company, absent prior written consent to do so from the Company.
Appears in 2 contracts
Samples: Employment Agreement (Jupiter Media Metrix Inc), Employment Agreement (Jupiter Media Metrix Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that During the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's Employee’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafter, following the Executive may not, without Termination Date: (a) the prior written consent of Employee shall not in the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder United States or in any other capacity whatsoever) participate country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that offers products or services competitive in any way to those offered by is Competing with the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ business of the Company or of any independent contractor to sever of its engagement Subsidiaries or Affiliates of which the Employee may become an employee or officer during the Employee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, absent prior written consent directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 9 shall be deemed to do so prohibit the Employee from acquiring, solely as an investment, up to two percent (2%) of the Board.
shares of capital stock of any Competing public corporation or from being employed by or associated with (cincluding serving as a consultant to) During a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity if that Unit is not engaged in any business which is Competing with the Termbusiness of the Company, irrespective of whether some other Unit of such entity engages in such competition; and for a period (b) the Employee nor any Affiliate of one year thereafter, the Executive may Employee shall not, directly or indirectly, enticesolicit, solicit entice or encourage persuade, or attempt to solicit, entice or persuade, any customerdirectors, prospective customerkey advisors, vendorofficers or employees of or consultants to the Company (collectively, strategic partner or business associate “Associates of the Company”) to leave the services of the Company for any reason. This non-solicitation provision shall not apply to Associates of the Company who previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends.
9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9, the Company shall have the following rights and remedies:
9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
9.1.2 The right and remedy immediately to cease doing business providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 9; provided, however, that if the Employee challenges pursuant to Section 12.2 the Company’s enforcement of the provisions of Section 9 and the cessation of salary continuation payments and other benefits under this Section 9.1.2 and the Employee prevails in such action, the Company shall pay the Employee any salary continuation payments and other benefits that were withheld.
9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company.
9.1.4 The one (1) year post-termination restriction period shall be tolled during any period of such breach or threatened breach. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
9.2 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
9.3 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
9.4 The covenants in Sections 7, 8, and 9 are conditions of Employee’s employment with the Company, reduce its relationship with and they are not tied to Employee’s performance of any particular position, role or job; therefore, the Company covenants in Sections 7, 8, and 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or refrain from establishing or expanding a relationship with the Companyresponsibilities and shall remain in full force and effect following any such change.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent Group and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent Group, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent Group’s Business (including trade secretsas defined in Section 12(b)(1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use Confidential Information of, and to protect the goodwill and other legitimate business interests of, any member of the Parent Group and/or such skills on its behalfmember’s clients or customers. In recognition The provisions of this, this Section 12 shall survive the Executive covenants and agrees that:termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national over-the-counter market next sentence. For purposes hereof, the Parent Group’s “Business” shall mean research, development, techniques and technology in an amount which shall not exceed 3% any manner involving or related to the separation of isotopes;
(ii) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the outstanding shares Parent Group to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of an such corporation.competing with the Business of the Parent Group;
(biii) During Attempt in any manner to solicit or accept from any customer of the TermParent Group, with whom Executive had significant contact during Executive’s employment by the Parent Group (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent Group with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent Group, or if any such customer elects to move its business to a person other than the Parent Group, provide any services of the kind or competitive with the business of the Parent Group for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent Group; or
(iv) Interfere with any relationship, contractual or otherwise, between the Parent Group and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent Group, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent Group for the purpose of competing with the Business of the Parent Group. With respect to the activities described in Paragraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 12(b) shall continue during the term of this Agreement and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (ASP Isotopes Inc.), Executive Employment Agreement (ASP Isotopes Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that To the Company has invested substantial timefullest extent permissible under applicable law, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course term of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, this Agreement and for a period of one (1) year thereafterfollowing termination of this Agreement (the “Separation Period”):
(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the Term, the definition of Territory shall automatically expand to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder.
(b) The Executive may hereby agrees and covenants that he shall not, during the Term and any Separation Period, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than five percent (5%) of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or equity-linked security position in portfolio companies that are directly competitive with the Company’s products or services; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and the Separation Period and thereafter to the extent described below, within the Territory:
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in direct competition with the business of the Company;
(ii) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of directly competing with the business of the Company;
(iii) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. For purposes hereof, reduce its relationship a business shall not be deemed to be in competition with the business of the Company, nor shall any products or services be deemed to compete with those of the Company, unless the Company presently produces, sells or distributes or has, during the Term, plans to produce, sell or distribute, such products or services. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9(b) shall continue during the Term and until termination of the Separation Period following the termination of this Agreement or of the Executive’s employment with the Company (including upon expiration of this Agreement), whichever occurs later; provided, however that, in the event this Agreement or refrain from establishing Executive’s employment is terminated by Executive for Good Reason or expanding a relationship with is terminated by Company without Cause, then the Companyrestrictions contained in Section 9(b) shall continue during the Term, and not beyond.
Appears in 2 contracts
Samples: Executive Employment Agreement (Giga Tronics Inc), Executive Employment Agreement (Alzamend Neuro, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that (a) For the Company has invested substantial timeTerm of this Agreement, money and resources none of (i) NCIC, (ii) NPLP, (iii) any Subsidiary of NCIC or NPLP, or (iv) any successor or assign of NCIC or NPLP or their respective Subsidiaries, except for any successor or assign of NCIC or NPLP or their respective Subsidiaries pursuant to the merger described in the development and retention of its InventionsSection 2(c)(i) hereof, Confidential Information (including trade secrets)shall directly or indirectly, customers, accounts and business partners, and further acknowledges that during the course engage in any of the Executive's employment with Businesses within the Company the Executive has had and will have access to the Company's Inventions and Confidential Information Territory; provided, however, that nothing contained herein shall prohibit NCIC or NPLP from (including trade secrets)A) owning, and will be introduced to existing and prospective customersdirectly or indirectly, accounts and business partners less than 5% of any class of voting securities of any company engaged in any of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing Businesses, unless such company would become a Subsidiary of NCIC or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created NPLP as a result of direct the acquisition of such voting securities, (B) directly or indirect contacts or relationships between the Executive and indirectly acquiring a business which engages in any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder Businesses or in any other capacity whatsoeverportion thereof if the assets of such competing business constitute 20% or less of the gross assets, on a historical cost basis, of a larger business so acquired by NCIC or NPLP, or (C) participate acquiring a business that engages in any of the Businesses with the Territory if the assets of such business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Termconstitute more than 20%, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall but not exceed 3more than 50% of the outstanding shares gross assets, on a historical cost basis, of an a larger business so acquired by NCIC or NPLP provided that (1) NCIC or NPLP, as applicable, disposes of such corporationcompetitive business within one (1) year of its acquisition by NCIC or NPLP and (2) NCIC or NPLP, as applicable, first offers to NRFC in writing the right to acquire such competitive business before offering to sell such competitive business to a third party and may only sell such competitive business to another party if after thirty days (30) NRFC determines not to acquire such business, provided that, the terms of the sale to any third party may not be materially more favorable than the terms offered to NRFC.
(b) During For the TermTerm of this Agreement, NCIC and for a period NPLP shall not and shall cause any Subsidiary or Affiliate of one year thereafterNCIC or NPLP not to solicit, the Executive may not raid, entice, solicit induce or encourage contact, or attempt to solicit, raid, entice, induce or contact, any Company employee to leave individual who currently is or at any time during the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent Term shall be an Officer to do so anything from which NCIC, NPLP and their respective Subsidiaries and Affiliates are restricted from doing by reason of this Agreement, including to terminate such Officer's employment with NRFC, NFRLP or their respective Subsidiaries or to become an officer, director or employee of NCIC, NPLP or their respective Subsidiaries; and NCIC and NPLP shall not and shall cause any Subsidiary or Affiliate of NCIC or NPLP not to approach any such Officer for such purpose or authorize or participate in the Boardtaking of such actions by any other Person or assist or participate with any such Person in taking such action.
(c) During Nothing in this Agreement shall be interpreted as prohibiting a Person then engaged in any of the TermBusinesses from (i) merging with NCIC or NPLP or any Subsidiary of NCIC or NPLP, provided that (1) the holders of NCIC or NPLP's outstanding equity interests prior to such merger hold, in their capacity as holders of equity interests of NCIC or NPLP, as applicable, less than 50% of the voting power of NCIC or NPLP's outstanding equity interests following such merger or, if NCIC or NPLP is not the surviving entity of such merger, the surviving entity's outstanding equity interests immediately following the merger, and for (2) after the consummation of such merger, (A) a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate majority of the Company Board of NCIC, NPLP or the surviving entity, as applicable, shall consist of individuals other than Continuing Directors, (B) the co-chief executive officers of NCIC as of the date hereof cease to cease doing business with the Companyserve in such capacity, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.and (C)
Appears in 2 contracts
Samples: Non Competition Agreement (Northstar Realty), Non Competition Agreement (Northstar Realty)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) 11.1 During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may you will not, directly or indirectly, engage in any of the following:
(i) work for or be in association with, in any way (including but not limited to as director, shareholder, or partner or in any capacity whatsoever), or carry on any business which is similar to or directly or indirectly competes with Atlassian’s business;
(ii) enter into any arrangement or agreement in relation to, or engage, set up, promote, finance, or invest in a business, venture, or company which deals with or offers the same or similar products and/or services as Atlassian;
(iii) provide any know-how or technical assistance to any Person in relation to any business the same or similar to Atlassian’s business; or
(iv) engage in or agree to engage in any other act or thing analogous to the foregoing.
11.2 During the Term and for a period of twelve (12) months thereafter, you undertake that you will not, directly or indirectly, interfere with, tender for, entice, approach, solicit or encourage deal with, hire or procure or attempt to, induce, influence, encourage, or assist in doing any of the foregoing acts, any representative, agent, contractor, consultant, customer, prospective customerdirector, advisor, supplier, dealer, vendor, strategic partner business associate, or employee of Atlassian to quit, terminate, leave the service of, or cease to provide service to Atlassian.
11.3 You agree and acknowledge that the obligations as stated in this Clause 11 are required in order to protect and maintain the confidentiality, business, and goodwill of Atlassian, and any breach of this will cause immense and irreparable harm, loss, damage, and injury to Atlassian, its employees, and its reputation and that monetary damages will not provide an adequate remedy to Atlassian. Accordingly, you agree that upon any such breach of this Clause 11, Atlassian, in addition to all other available remedies (including without limitation equitable relief), be entitled to injunctive relief, subject to provisions of Applicable Laws. No right, power, or remedy herein conferred on Atlassian is intended to be exclusive of any other right, power, or remedy. Every right, power, and remedy will, to the extent permitted by Applicable Law, be cumulative and in addition to every other right, power, and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise, and may be exercised from time to time and as often and in such order as may be deemed expedient by Atlassian.
11.4 You agree that the foregoing covenants in this Clause 11, including the time and other limitations with respect thereto, are reasonable and are required for the adequate protection of Atlassian’s business, and agree that such limitations are reasonable with respect to the business associate activities of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the CompanyAtlassian.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement
Non-Competition and Non-Solicitation. The Executive acknowledges that In order to protect the Company has invested substantial timeEntities’ Proprietary Information and good will, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with while I am employed by the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereaftertwelve (12) months following the termination of my employment for any reason, except as provided in the Executive may notlast two sentences of this Section 8, without I agree that I will not directly or indirectly: (a) perform the prior written consent of same or similar services in the BoardRestricted Area (as defined below) for any Competitor (as defined below) as those I performed for the Company Entities during my employment with the Company; (b) engage in or become employed in any capacity by, (whether as or become an employeeofficer, director, agent, servant, owner, partner, consultant, independent contractor, representativeshareholder or partner of any partnership, stockholder corporation or in any other capacity whatsoever) participate in any business entity that offers products at the time of my engagement is engaged in, or services competitive in any way is planning to those offered engage in, the Business, unless I am engaged solely by the Company a division or affiliate of such partnership, corporation or entity that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded does not engage in the national over-the-counter market Business and the entity or division, as applicable, which engages in an amount which shall not exceed 3the Business represents no more than 10% of the outstanding shares such entity’s (or, in case of an such corporation.
(b) During the Term, and for a period of one year thereafteraffiliate, the Executive may entire controlled group’s) annual revenues and I am not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notinvolved, directly or indirectly, enticein any plans to engage in the Business, solicit or encourage I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any customerCompetitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, prospective customersolicit, vendorcontact, strategic partner or business associate provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or serviced for the Company Entities (or for Accenture but only with respect to cease doing a client or customer who continued to be a client or customer of the Company after the Closing) during my employment or, on or following my termination date, within the two years prior to my termination date; (ii) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business with of the Company, reduce its relationship Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or refrain from establishing any activities by me permitted by the Carve-out. I recognize and agree that as part of my job duties and responsibilities, I will be providing services for or expanding a relationship on behalf of the Company Entities that are coextensive with the Companyentire geographic scope of the Company Entities’ business, and that because of the global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company Entities’ business and their focus on the Business, my performance of my duties and responsibilities is not tied to any specifically designated territory or geographic region.
Appears in 2 contracts
Samples: Employment Agreement (Duck Creek Technologies, Inc.), Employment Agreement (Duck Creek Technologies, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national overnext sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-therich repeat-counter market in an amount which shall not exceed 3% containing G- protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the outstanding shares services of an such corporationEmployee hereunder, as well as all activities that involve the making, use or licensing thereof.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one year two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Polarityte, Inc.), Executive Employment Agreement (Polarityte, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During Shareholder agrees that for (x) the Term, period between the date of this Agreement and the Effective Time (except for service on the Board of Directors or as an officer of CBI or Bank) and (y) for a period of one year thereafterthree (3) years following the Effective Time, the Executive may Shareholder will not, without the prior written consent of the Board, :
(whether i) engage in a Competitive Business (as defined below) as an employee, agent, servant, ownershareholder, partner, consultantmember, independent contractormanager, representative, stockholder officer or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, director; provided that nothing herein the foregoing shall not prohibit the Executive Shareholder from owning securities of corporations (A) continuing to engage in the activities in which the Shareholder is currently a participant which are listed expressly set forth on a national securities exchange or traded Attachment B attached hereto (provided, however, for the avoidance of doubt, the Shareholder’s continuing to engage in the national over-the-counter market in an amount which shall activities set forth on Attachment B does not exceed 3% relieve the Shareholder of the Shareholder’s obligations under Section 3.6(a)(ii) or (iii) of this Agreement), or (B) holding up to five (5%) of the outstanding shares securities of an such corporation.any class of any publicly held company which is a Competitive Business;
(bii) During the Term, and for a period (A) solicit or otherwise attempt in any manner to cause or otherwise encourage any persons who are employees of one year thereafterCBI, the Executive may not enticeBank, solicit any other CBI Subsidiary, SYBT, or encourage any Company employee SYBT Subsidiary prior to, at, or after the Effective Time (“Employees” and each individually an “Employee”) to leave the employ of CBI, the Company Bank, any other CBI Subsidiary, SYBT or any independent contractor of the SYBT Subsidiaries, or (B) hire any Employee, or cause, induce or encourage any Competitive Business to sever its engagement hire any Employee; or
(iii) (A) induce, persuade, encourage or influence, or attempt to induce, persuade, encourage or influence, any person (as such term is interpreted in Section 8.6 of the Merger Agreement) having a business relationship with CBI, the CompanyBank, absent any other CBI Subsidiary, SYBT or any SYBT Subsidiary, to discontinue, reduce or restrict such relationship or (B) solicit, target or divert, or attempt to solicit, target or divert, the deposits, loans or other products and services from persons who are or were depositors, borrowers or customers of CBI, the Bank, any other CBI Subsidiary, SYBT or any SYBT Subsidiary prior written consent to do so to, at, or after the Effective Time; provided, however, nothing in this Section 3.6(a)(iii) shall prevent the Shareholder from engaging in the BoardShareholder’s personal, family, business or employment activities as a customer of a Competitive Business.
(civ) During the Term, and for a period For purposes of one year thereafterthis Agreement, the Executive may notterm “Competitive Business” shall mean the business or operations of a bank, directly thrift, credit union, investment, mortgage banking, financial planning or indirectlywealth management or investment advisor, enticetrust company, solicit industrial bank, insurance company, or encourage any customer, prospective customer, vendor, strategic partner other financial institution or business associate of the Company to cease bank holding company either located or doing business with either (A) within the CompanyKentucky counties of Boone, reduce its relationship with the Company Hardin, Xxxxxxxxx, Xxxxxx, and/or Shelby, or refrain from establishing or expanding a relationship with the Company(B) within any county contiguous to any county referred to in item (A) of this Section 3.6(a)(iv).
Appears in 2 contracts
Samples: Merger Agreement (Stock Yards Bancorp, Inc.), Support Agreement (Stock Yards Bancorp, Inc.)
Non-Competition and Non-Solicitation. (1) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(a2) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company;
(2) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business of the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship for the purpose of competing with the Business of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (SPK Acquisition Corp.), Executive Employment Agreement (SPK Acquisition Corp.)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:
(a) During Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Term, and termination of the Employee’s employment hereunder for a period of one year thereafter3 months after the termination of Employee’s employment for whatever reason, and regardless of whether the Executive may nottermination is voluntary or involuntary, within the Territory.
(b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the BoardCorporation, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than five (5%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the national over-the-counter market Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity except for and with any entities in an amount which shall not exceed 3% of Employee is currently affiliated or associated with or otherwise howsoever, during the outstanding shares of an such corporation.
(b) During the Term, Term and for a period of one (1) year thereafter, after the Executive may not entice, solicit or encourage any Company employee to leave the employ termination of the Company Employee’s employment for whatever reason, and regardless whether the termination in voluntary or any independent contractor to sever its engagement with involuntary, within the Company, absent prior written consent to do so from the BoardTerritory.
(c1) During Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Termownership, and for a period management, operation or control of one year thereafter, any business in competition with the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Business of the Company to cease doing business with Corporation, as defined in the Company, reduce its relationship with next sentence. “Business” shall mean mobile satellite products and services sector of the Company or refrain from establishing or expanding a relationship with the Companyglobal communications industry.
Appears in 2 contracts
Samples: Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national overnext sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-therich repeat-counter market in an amount which shall not exceed 3% containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the outstanding shares services of an such corporationEmployee hereunder, as well as all activities that involve the making, use or licensing thereof.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one year two (2) years thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Majesco Entertainment Co), Executive Employment Agreement (Majesco Entertainment Co)
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that that, as a result of Executive’s service with the Company has invested substantial timeBank, money a special relationship of trust and resources in confidence will develop between Executive, the development Bank and retention of its Inventions, Confidential Information (including trade secrets), clients and customers, accounts and business partners, that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any it is fair and all "reasonable for the Bank to take steps to protect it from the loss of customer goodwill" associated . Executive further acknowledges that throughout his service with any existing or prospective customerthe Bank, account or business partner belongs exclusively Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive Bank’s clients and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value which is a competitive asset of the Company depends upon his Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of such skills on its behalf. In recognition the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of thisthis Agreement (including Restrictive Stock), the Executive covenants promises and agrees that:
(a) During that during the Term, Term and for a period of one year thereaftertwelve (12) months following the date of the termination of services if the Executive’s employment is terminated under Section 8.1, 8.2 or any termination of services following receipt of the Change in Control Payment, except in the event that termination of services is other than for Good Reason under Section 8.1 and the Executive is (a) receiving the Longevity Severance, in which case the period is twenty four (24) months or (b) receiving the Reduced Resignation Severance, in which case the period is six (6) months with respect to subsections (i) through (iii) of this Section 9.5(b) and twelve (12) months with respect to subsections (iv) through (v) of this Section 9.5(b), Executive will not, either for himself or in conjunction with others:
(i) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive may notacquire an ownership interest in any depository institution, without the prior written consent so long as that ownership interest does not exceed 5% of the Boardtotal number of shares outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions).
(whether ii) serve as an employeeofficer, director, executive, agent, servantemployee, owneror consultant to any insured depository institution that has a location within the Noncompete Area, partnerin a capacity that overlaps with any of the duties Executive performed for the Bank;
(iii) establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, consultantinfluence, independent contractorsolicit, representativeencourage or advise any of the Bank’s executives, stockholder officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive's employment, to terminate their relationship with the Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the purpose of soliciting, diverting, taking away or doing banking business with, any of the customers, clients, or patrons of the Bank existing as of the date of termination of Executive’s services with Bank. The restrictions contained in any Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of services with the Bank, or about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or soliciting those customers, clients or other capacity whatsoever) participate patrons having business relationships with the Bank to do business with Executive in any business that offers products of Executive not related to banking, investment, or financial services competitive in any way to those offered by the Company or that were under active development by the Company Bank during the Term, provided that nothing herein shall prohibit the Executive from owning securities term of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Boardthis Agreement.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Each of the Company covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other covenant set forth herein and independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive and Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to cease doing business the enforcement of this covenant.
(d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Company, reduce its relationship Bank that contains obligations that are inconsistent or in conflict with the Company terms of this Section 9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or refrain from establishing or expanding a relationship with the Companyconflicting obligations.
Appears in 2 contracts
Samples: Employment Agreement (Guaranty Bancshares Inc /Tx/), Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the national over-the-counter market Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in an amount which shall not exceed 3% any manner with the ownership, management, operation or control of any business in competition with the business of the outstanding shares of an such corporationCompany.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermCompany to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Healthtech Solutions, Inc./Ut), Executive Employment Agreement (Healthtech Solutions, Inc./Ut)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Corporation and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than (i) as a holder of less than two (2%) percent of the Company to cease doing business outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the CompanyCorporation; provided however, reduce its relationship that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Company ownership, management, operation or refrain from establishing or expanding a relationship control of any business in competition with the CompanyBusiness of the Corporation, as defined in the next sentence. “Business” shall mean the development and sale of lighter than air and heavier than air tethered aerostats.
Appears in 2 contracts
Samples: Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, customers, accounts to be protected by the non-competition restrictions set forth herein. The Executive agrees and business partners, and further acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States of America (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the World during the course term of the Executive's employment with ’s employment, the Company the Executive has had and will have access definition of Geographic Boundary shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company and for a period equal to the greater of (i) one year (two years, if termination of this Agreement or of Executive’s employment is pursuant to Section 12(f)(i) hereof) following the termination of this Agreement or of the Executive’s employment with the Company or (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 12(e) or 12(f)(ii) of this Agreement following the termination of this Agreement and of the Executive’s employment, in the Geographic Boundary:
(i) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement.
(ii) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Executive had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
(iii) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including; without limitation, any supplier, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the Business of the Company.
Appears in 2 contracts
Samples: Employment Agreement (GreenHouse Holdings, Inc.), Employment Agreement (GreenHouse Holdings, Inc.)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to the Company's Inventions trade secrets and other Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. The Executive acknowledges and agrees that any and all "goodwill" associated Therefore, in consideration of the Executive’s continued employment with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and any existing or prospective of the Executive’s being granted access to the customers, accounts or business partners. Additionallytrade secrets and other Confidential Information of the Company, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and agrees that the value following restrictions on the Executive’s activities during and after the Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company depends upon his use of such skills on its behalf. In recognition of thisfrom unfair and inappropriate competition:
i. During the Restricted Period, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may will not, without the prior written consent of MFA, within the BoardUnited States, manage, operate, control or be connected as a stockholder (whether other than as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder a holder of shares publicly traded on a stock exchange or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the TermNASDAQ National Market System, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an such corporationofficer, director, employee or consultant of, any Competitor.
(b) ii. During the Term, and for a period of one year thereafterRestricted Period, the Executive may not enticewill not, solicit without the prior written consent of MFA, directly or encourage indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any Company employee other capacity), engage in any activity intentionally to leave interfere with, disrupt, diminish or damage the employ business of the Company or any independent contractor to sever its engagement with the Company, absent or its relationship with any client, supplier or other business relationship of the Company.
iii. During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notMFA, directly or indirectlyindirectly (individually, enticeor through or on behalf of another entity as owner, solicit partner, agent, employee, consultant, or encourage in any customerother capacity), prospective customer(A) solicit, vendorencourage, strategic partner or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, or to enter into a business associate relationship with, any other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the Company six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to cease doing business with any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the CompanyExecutive and that does not directly or indirectly target current or former employees of MFA or its affiliates, reduce its relationship with or by a headhunter employed by such entity, which in either case does not involve the Company or refrain from establishing or expanding Executive, shall not be a relationship with the Companyviolation of this Section 7(b)(iii).
Appears in 2 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that by virtue of his position in the Company, he is familiar with and in possession of the Company’s trade secrets, customer information and other Confidential Information which are valuable to the Company and that their goodwill, protection and maintenance constitute a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the Company has invested substantial time, money non-competition restrictions set forth herein are reasonable and resources in necessary and do not impose undue hardship or burdens on the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further Executive. The Executive also acknowledges that during the course of the Executive's employment with the Company the Executive has had products and will have access to services developed or provided by the Company's Inventions , its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and Confidential Information clients in and throughout the United States (including trade secretsthe “Geographic Boundary”), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than a holder of less than five percent (5%) of the Company to cease doing business with outstanding voting shares of any publicly held company), or whether on the CompanyExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, reduce its relationship during the Executive’s employment with the Company and for a period equal to (i) one year following the termination of this Agreement or refrain from establishing of the Executive’s employment pursuant to Section 11(c) or expanding a relationship 11(f)(i) of this Agreement, or (ii) three months following the termination of this Agreement or of the Executive’s employment pursuant to Section 11(e) or 11(f)(ii) of this Agreement (provided that the Company must timely and fully pay the three months’ base salary severance payment to the Executive in order for this Subsection to be applicable), in the Geographic Boundary: engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company. The “Business of the Company” is defined as the Internet video industry within the Geographic Boundary.
Appears in 2 contracts
Samples: Employment Agreement (GoFish Corp.), Employment Agreement (GoFish Corp.)
Non-Competition and Non-Solicitation. The Executive Employee and the Company agree to the provisions of this Section 3 as a condition of, and as an express incentive for the Company to enter into, the Restricted Stock Agreement and to issue the Restricted Shares thereunder. The Employee expressly acknowledges and agrees that the issuance of the Restricted Shares creates an additional incentive for the Employee to increase the value of the Company’s interests that are worthy of protection through the non-competition and non-solicitation provisions of this Section 3. The Employee further acknowledges that the issuance of the Restricted Shares further aligns the Employee’s interests with the Company’s and the other Company has invested substantial timeGroup members’ long-term business interests, money and resources that the restrictions set forth in this Section 3 are reasonably related to the development Company’s and retention the other Company Group members’ interest in protecting its goodwill. In addition, the Employee acknowledges that the restrictions that the Employee agrees to herein are necessary to protect the Company’s and the other Company Group members’ additional legitimate business interests, including the protection of its Inventionsthe Confidential Information. The Employee and the Company agree that the non-competition and non-solicitation provisions of this Section 3 are a material inducement for the Company to issue the Restricted Shares and for the Employee to receive, and to be provided access to, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during in the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information Employee’s employment.
(including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. a) The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive Employee expressly covenants and agrees that, during the Prohibited Period, the Employee will not, directly or indirectly:
(ai) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder Carry on or in any other capacity whatsoever) participate engage in any business that offers products is competitive with, or services competitive similar to, that of any member of the Company Group in the Restricted Area. Accordingly, the Employee covenants and agrees that the Employee will not, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any way business, individual, partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as the Employee expressly agrees that each of the foregoing activities would represent carrying on or engaging in a business similar to (or the same as) a member of the Company Group, as prohibited by this Section 3(a)(i); provided, however, that this Section 3(a)(i) will not prevent the Employee from being affiliated with a diversified entity that is a Competing Business, so long as: (A) the Employee’s responsibilities for and with respect to such entity do not directly or indirectly involve the Business; and (B) the Employee does not violate any of the terms of Section 2 above in the course of such affiliation;
(ii) Solicit, canvass, approach, encourage, entice or induce: (A) any employee of, or individual acting as a consultant to, any member of the Company Group to terminate his or her employment or engagement with any member of the Company Group; or (B) any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group.
(iii) Notwithstanding the foregoing, during the portion of the Prohibited Period that follows the date on which the Employee is no longer employed by any member of the Company Group, the above-referenced limitations in Sections 3(a)(i) and 3(a)(ii)(B) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, the Employee agrees that, during such period, the restrictions on the Employee’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to those offered by restrictions set forth in Section 3(a)(ii)(A) and Section 2 above) shall be as follows: during the Prohibited Period, the Employee will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or that were under active development by any other member of the Company during Group.
(b) Notwithstanding the Termrestrictions contained in Section 3(a)(i), provided the Employee may own an aggregate of not more than 5% of the outstanding stock or other equity security of any class of any publicly traded entity that nothing herein shall prohibit the Executive from owning securities of corporations which are is a Competing Business, if such stock or other equity security is listed on a national securities exchange or regularly traded in the national over-the-counter market in an amount which shall not exceed 3% by a member of a national securities exchange, without violating the provisions of Section 3(a)(i), provided that neither the Employee nor any of the outstanding shares Employee’s affiliates have the power, directly or indirectly, to control or direct the management or affairs of an any such corporation.
(b) During publicly traded entity and they are not otherwise involved in the Term, and for a period management of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Boardsuch publicly traded entity.
(c) During The Employee and the TermCompany agree and acknowledge that the limitations as to time, geographical area and for a period scope of one year thereafter, activity to be restrained as set forth above are reasonable in all respects and do not impose any greater restraint than is necessary to protect the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or legitimate business associate interests of the Company Group. The Employee represents that the Employee has read and understands, and agrees to cease doing business with be bound by, the Companyterms of this Exhibit A. The Employee understands that the foregoing restrictions may limit the Employee’s ability to engage in certain businesses anywhere in the Restricted Area during the Prohibited Period, reduce its relationship with but acknowledges that the Employee will receive sufficient consideration to justify such restriction and that the Employee’s skills are such that the Employee can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent the Employee from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court or arbitrator making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Employee intend to make this Exhibit A enforceable under the law or refrain from establishing laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in full force and effect and shall not be rendered void or expanding a relationship with the Companyillegal.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Nine Energy Service, Inc.), Restricted Stock Agreement (Nine Energy Service, Inc.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to The Company and the Company and that its protection and maintenance constitutes a legitimate business interest of The Company and the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s and The Company’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
i.) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market in an amount which next sentence. For purposes hereof, the term “Business” shall not exceed 3% mean the sales and service of satellite voice and data equipment;
ii.) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the outstanding shares Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of an competing with the Business of the Company;
iii.) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such corporationcustomer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
iv.
) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (bi), (ii), (iii) During and (iv) above, the Termrestrictions of this Section 8 shall continue during the Term hereof and, and upon termination of the Executive’s employment pursuant to Section 5 for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 2 contracts
Samples: Employment Agreement (Orbital Tracking Corp.), Employment Agreement (Orbital Tracking Corp.)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Parent and the Company and that its protection and maintenance constitutes a legitimate business interest of the Parent and the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business (including trade secretsas defined in Section 14(b)(1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, the Company, their affiliates and/or their clients or customers. The provisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent and the Company, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent and the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as well as any future related or unrelated industries or segments in an amount which shall not exceed 3% of the outstanding shares of an such corporationParent or the Company may engage or operate in the future.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent or the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent or the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Parent or the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent or the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent or the Company, or if any such customer elects to move its business to a person other than the Parent or the Company, provide any services of the kind or competitive with the business of the Parent or the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent or the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent or the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent or the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Parent or the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall continue during the Term and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money hereby covenants and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges agrees that during the course Term of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, hereunder and for a period of one (1) year thereafter, the Executive may shall not, without the prior written consent of the Boarddirectly or indirectly: (i) own any interest in, (whether operate, join, control or participate as an employee, agent, servant, owner, a partner, consultantdirector, independent contractorprincipal, representativeofficer or agent of, stockholder enter into the employment of, act as a consultant to, or in perform any other capacity whatsoeverservices for any entity (each a “ Competing Entity ”) participate in which has material operations which compete with any business that offers products or services competitive in any way to those offered by which the Company or that were under active development by any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities or any of corporations which are listed its subsidiaries (other than on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% behalf of the outstanding shares Company) with respect to any business in which the Company or any of an such corporation.
its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (biii) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit induce or encourage any employee of the Company employee or any of its subsidiaries or affiliated entities to leave the employ of the Company or any independent contractor to sever of its engagement with the Companysubsidiaries or affiliated entities; provided, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, that the Executive may notmay, directly or indirectlysolely as an investment, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to cease doing herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business with and economic interests of the Company, reduce its relationship with . The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or refrain from establishing any parts hereof shall be held to be invalid or expanding unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a relationship with court of competent jurisdiction to exceed the Companymaximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges (a) Employee hereby discloses to Company that the Company has invested substantial timehe is a significant shareholder in Dianet Communications, money and resources Inc (Dianet) which may at times be involved in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access activities similar to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners those of the Company. Employee does not actively participate in the operations of Dianet and agrees that during the Employment Term and the term of the Restricted Period (as defined below) he will refrain from any and all involvement with Dianet where such involvement would cause him to compete directly with the Company. The Executive Company authorizes the Employee to maintain his current position with Dianet subject to the foregoing.
(i) The Employee acknowledges that as a result of his employment by the Company, the Employee (1) will acquire knowledge of the trade and proprietary and confidential information as to the business of the Company and its Affiliates and (2) will create relationships with customers, suppliers and other persons dealing with the Company and its Affiliates. The Employee further acknowledges and agrees that any the Company and all "goodwill" associated with any existing its Affiliates will suffer substantial damage, which would be difficult to ascertain and is not compensable by monetary damages, if the Employee should use such trade secrets or prospective customer, account other proprietary and confidential information or business partner belongs exclusively take advantage of such relationship and that because of the nature of the information that will be known to the CompanyEmployee and the relationships created, includingit is necessary for the Company and its Affiliates to be protected by the prohibition against Competition as set forth herein.
(ii) The Employee acknowledges that the retention of non-clerical employees employed by the Company and its Affiliates in which the Company and its Affiliates have invested training and depend on for the operation of their businesses is important to the businesses of the Company and its Affiliates, but not limited to, any goodwill created that the Employee will obtain unique information as to such employees and will develop unique relationships with such persons as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value being an employee of the Company depends upon his use and, therefore, it is necessary for the Company and its Affiliates to be protected from the Employee’s Solicitation (as defined below) of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether employees as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporationset forth below.
(biii) During The Employee acknowledges that the Term, provisions of this Agreement are reasonable and necessary for a period the protection of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ businesses of the Company or any independent contractor to sever and its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, Affiliates and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate that part of the Company compensation paid under this Agreement and the agreement to cease doing business with pay compensation upon termination in certain instances is in consideration for the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyagreements and covenants in this Section 7.
Appears in 1 contract
Non-Competition and Non-Solicitation. The benefits provided to Executive acknowledges that the Company has invested substantial timeunder this Agreement are specifically conditioned on Executive's covenant that, money during Executive's employment and resources in the development and retention for a period of its Inventions, Confidential Information eighteen (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of 18) months following the Executive's termination of employment with the Company Bank, Executive will not, without the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners written consent of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing Bank, either directly or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees thatindirectly:
(a) During solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Term, and for a period effect of one year thereafter, the Executive may not, without the prior written consent causing any officer or employee of the BoardBank or any affiliate of the Bank, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business which operates an insured depository institution that competes with the Bank or any affiliate of the Bank, that is: (whether as i) headquartered within twenty (20) miles of a Bank branch office or any proposed Bank branch office for which the Bank has filed an application for regulatory approval to establish an office (the "Restricted Territory"), determined on the earlier of the date of occurrence of the solicitation or the effective date of termination of employment, or (ii) has one or more banking offices (e.g., offices engaged in insured deposit taking), but is not headquartered within the Restricted Territory, but in the latter case, only if Executive would be employed to directly solicit business or have other direct solicitation responsibilities or solicitation duties within the Restricted Territory;
(b) become an officer, employee, agentconsultant, servant, owner, partner, consultantdirector, independent contractor, representativeagent, stockholder joint venturer, partner or in trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company or any other capacity whatsoever) participate in any business that offers products operates an insured depository institution that competes with the Bank or services competitive in any way to those offered by affiliate of the Company Bank, that is: (i) headquartered within the Restricted Territory, determined on the earlier of the date of occurrence of the event or that were under active development by the Company during effective date of termination of employment, or (ii) has one or more offices, but is not headquartered, within the TermRestricted Territory, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded but in the national over-the-counter market in an amount which shall not exceed 3% of latter case, only if Executive would be employed to directly solicit business or have other direct solicitation responsibilities or solicitation duties within the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.Restricted Territory; or
(c) During solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Term, and for a period effect of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage causing any customer, prospective customer, vendor, strategic partner or business associate customer of the Company Bank to cease doing terminate an existing business with the Company, reduce its or commercial relationship with the Company or refrain from establishing or expanding a relationship with the CompanyBank.
Appears in 1 contract
Samples: Employment Agreement (First Connecticut Bancorp, Inc.)
Non-Competition and Non-Solicitation. The Executive 12.1 Employee acknowledges that Employee occupies a position of trust and confidence and is a fiduciary to the Company. Employee agrees that the consideration and other benefits provided to Employee described herein clearly justify the following restrictions which, in any event, given Employee's skills and abilities and his position as a chief executive of the Company, will not prevent Employee from earning a living. Employee acknowledges that all restrictions contained in this Section 12 are reasonable and valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business interests and goodwill of WCI and are no broader than is necessary to protect such interests and goodwill. Employee agrees and acknowledges that due to the high-level nature of Employee's duties for the Company, his key role within the Company has invested substantial time(and which is a chief executive role with the Company), money the opportunity being provided by the Company to receive Equity Awards and resources thereby align Employee's interests with WCI's interests in long-term success, and the development nature and retention depth of its Inventionsthe Confidential Information that WCI shares with Employee, it is reasonable for the Company to expect Employee not to engage in any business principally focused on liquid, semi-solid or solid waste collection, transportation, disposal, recycling and/or composting, and the operation of transfer stations, recycling facilities, materials recovery facilities or landfills, and/or any other business engaged in by WCI and as to which Employee had involvement and/or received Confidential Information (including trade secretsthe "Restricted Business"), customersanywhere in any county of any U.S. state, accounts and business partnersor any province or territory in Canada over which Employee has management authority with WCI, and further acknowledges that during the course of the Executive's employment with the Company the Executive or about which Employee has had and will have access to the Company's Inventions and Confidential Information relating to WCI's current or planned operations in such province or territory (including trade secrets), the "Restricted Territory")1 during his employment and will be introduced to existing and prospective customers, accounts and business partners of for the Companytime periods set out below in Section 12.2. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and Parties agree that Executive possesses skills that are specialfor the purposes of this Agreement, unique or extraordinary and that the value Employee has management authority over all locations of the Company depends upon his use in Canada and in WCI’s Southern and Eastern Regions in the U.S.
12.2 In consideration of such skills on its behalf. In recognition the provisions hereof, during the Term and for the twelve (12)-month period following the Date of thisTermination (the "Restricted Period"), Employee will not, except as specifically provided below and/or for the Executive covenants and agrees thatbenefit of WCI, anywhere in the Restricted Territory, directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity:
(a) During engage or prepare to engage with the TermRestricted Business; or
(b) enter the employ as a manager or executive of, and or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, or act as a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder consultant or in any other capacity whatsoever) participate in any business that offers products advisory role, whether paid or services competitive in any way unpaid, to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.Restricted Business; or
(c) During the Termreceive or purchase a financial interest in, and for make a period loan to, make a gift in support of, or otherwise provide financial support to any Restricted Business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee. For purposes of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.this Section 12:
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national overnext sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-therich repeat-counter market in an amount which shall not exceed 3% containing G- protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the outstanding shares services of an such corporation.Employee hereunder, as well as all activities that involve the making, use or licensing thereof;
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that that, as a result of Executive’s service with the Company has invested substantial timeBank, money a special relationship of trust and resources in confidence will develop between Executive, the development Bank and retention of its Inventions, Confidential Information (including trade secrets), clients and customers, accounts and business partners, that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any it is fair and all "reasonable for the Bank to take steps to protect it from the loss of customer goodwill" associated . Executive further acknowledges that throughout his service with any existing or prospective customerthe Bank, account or business partner belongs exclusively Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive Bank’s clients and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value which is a competitive asset of the Company depends upon his Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of such skills on its behalf. In recognition the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of thisthis Agreement (including Restrictive Stock), the Executive covenants promises and agrees that:
(a) During that during the Term, Term and for a period of one year thereaftertwenty-four (24) months following the date of the termination of services if the Executive’s employment is terminated under Section 8.1, 8.2 or any termination of services following receipt of the Change in Control Payment, except in the event that termination of services is other than for Good Reason under Section 8.1 and the Executive is receiving the Longevity Severance, in which case the period is thirty-six (36) months, Executive will not, either for himself or in conjunction with others:
(i) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive may notacquire an ownership interest in any depository institution, without the prior written consent so long as that ownership interest does not exceed 5% of the Boardtotal number of shares outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions).
(whether ii) serve as an employeeofficer, director, executive, agent, servantemployee, owneror consultant to any insured depository institution that has a location within the Noncompete Area, partnerin a capacity that overlaps with any of the duties Executive performed for the Bank;
(iii) establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, consultantinfluence, independent contractorsolicit, representativeencourage or advise any of the Bank’s executives, stockholder officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive's employment, to terminate their relationship with the Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the purpose of soliciting, diverting, taking away or doing banking business with, any of the customers, clients, or patrons of the Bank existing as of the date of termination of Executive’s services with Bank. The restrictions contained in any Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of services with the Bank, or about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or soliciting those customers, clients or other capacity whatsoever) participate patrons having business relationships with the Bank to do business with Executive in any business that offers products of Executive not related to banking, investment, or financial services competitive in any way to those offered by the Company or that were under active development by the Company Bank during the Term, provided that nothing herein shall prohibit the Executive from owning securities term of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Boardthis Agreement.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Each of the Company covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other covenant set forth herein and independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive and Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to cease doing business the enforcement of this covenant. (d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Company, reduce its relationship Bank that contains obligations that are inconsistent or in conflict with the Company terms of this Section 9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or refrain from establishing or expanding a relationship with the Companyconflicting obligations.
Appears in 1 contract
Samples: Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. (1) The Executive Employee acknowledges that the Company has invested substantial time, money and resources in the development Employee’s position of Vice President of FTG, the Employee occupies a position of trust and retention confidence. The Employee understands that the following restrictions may limit the Employee’s ability to earn a livelihood in a business which, directly or indirectly, compete with Corporation. However, the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of its InventionsCorporation to clearly justify such restrictions which, Confidential Information (including trade secrets)in any event, customers, accounts given the Employee’s skills and business partners, and further ability will not prevent the Employee from earning a living. The Employee acknowledges that during all restrictions contained in Section 5.3 are reasonable and valid for the course adequate protection of the Executive's employment with the Company the Executive has had legitimate business interests and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners goodwill of the Company. The Executive acknowledges Corporation and agrees that any are no broader than is necessary to protect such interests and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:.
(a2) During the Term, and for a period of one year thereafter, the Executive may not, The Employee shall not (without the prior written consent of the BoardCorporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as an employeeprincipal, agent, servantstockholder or in any other capacity whatsoever carry on, owneror be engaged in, partneror have any financial or other interest in or be otherwise commercially involved in any endeavor, consultantactivity or business or which is in whole or in part competitive with any of the businesses carried on by the Corporation within the respective territories in which such businesses are then carried on (except for any equity share investment in a public company whose shares are listed on a recognized stock exchange where such share investment does not in the aggregate exceed 5% of the issued equity shares of such company).
(3) The Employee shall not (without the prior written consent of the Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, independent contractorfor any reason, representativeprovided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as a principal, agent, stockholder or in any other capacity whatsoever:
(a) participate solicit or attempt to solicit any customer or prospective customer for the purpose of (i) persuading or attempting to persuade any such customer to cease doing business or to curtail the business which such customer or prospective customer has customarily conducted or contemplating conducting with the Corporation (including any subsidiary, including but not limited to ICS, or any affiliated corporation), whether or not the relationship between the Corporation and such customer or prospective customer was originally established in whole or in part through the efforts of the Employee; or (ii) to solicit the business of such customer or prospective customer in respect to any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange competitive with the Corporation (including any subsidiary, including but not limited to ICS, or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such any affiliated corporation); or.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage attempt to solicit or assist any Company employee individual or entity to leave solicit the employ employment or engagement of or otherwise entice away from the employment of the Company Corporation (including any subsidiary, including but not limited to ICS, or any independent contractor affiliated corporation) any employee of the Corporation (including any subsidiary, including but not limited to sever its engagement with the CompanyICS, absent prior written consent to do so from the Boardor any affiliated corporation).
(c4) During The parties hereto agree that any breach by the TermEmployee of this Section 5.3 shall be deemed to cause the Corporation irreparable harm which cannot adequately be compensated for in damages and that the Corporation in addition to all other remedies, and for a period of one year thereafter, the Executive may not, directly shall be entitled to injunctive or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company other equitable relief to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyrestrain such breach.
Appears in 1 contract
Samples: Employment Agreement (Integrated Device Technology Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges Acknowledge that the Company has invested substantial time, money and resources in the development and retention of its Inventionsinventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent absent, prior or written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customerCustomer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Samples: Employment Agreement (Innovative Drug Delivery Systems Inc)
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During In view of the Termunique and valuable services it is expected Executive will render to the DK Companies and the knowledge of customers, trade secrets, and for a period of one year thereafter, other proprietary information relating to the Executive may not, without the prior written consent business of the BoardDK Companies and their affiliates and their customers, (whether as an employeesuppliers, agentand licensees and similar knowledge regarding the DK Companies and their affiliates which Executive has obtained and will obtain, servantand in consideration of the compensation to be received hereunder, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business Executive agrees that offers products or services competitive in any way to those offered he will not during the period he is employed by the Company or any other DK Company under this Agreement or otherwise Participate In (as hereinafter defined) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business of such DK Companies, except that were under active development the provisions of this Section 6 will not be deemed breached merely because Executive beneficially owns not more than 1% of the outstanding common stock of a corporation if, at the time of its acquisition by the Company during the TermExecutive, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are such stock is listed on a national securities exchange exchange, is reported on the Automated Quotation System of the National Association of Securities Dealers Inc., or is regularly traded in the national over-the-counter market by a member of a national securities exchange. The term "affiliates" as used herein shall have the meaning given it in an amount which shall not exceed 3% the Securities Exchange Act of the outstanding shares of an such corporation1934, as amended.
(b) During the Term, and for a period For purposes of one year thereafterthis Section 6, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, term "Participate In" shall mean: "directly or indirectly, enticefor his own benefit or for, solicit with, or encourage through any customerother person, prospective customerfirm, vendoror corporation, strategic partner 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." For purposes of this Section 6, the following businesses (including manufacturers) shall be deemed to be engaged in or competing with a DK Business: (i) the designer and bridge apparel, accessories, and footwear businesses; (ii) the fragrance, cosmetics, bath and body, and treatment businesses and businesses with similar products; (iii) any business associate of the Company to cease doing business with in any other specific industry segment in which the Company, reduce its relationship with another DK Company, or a licensee of a DK Company to which Executive renders services is then engaged; and (iv) any business that licenses any trademark of the Company or refrain from establishing or expanding a relationship with DK Companies for use on products relating to the Companybusinesses described in (i) through (iii) of this sentence.
Appears in 1 contract
Samples: Employment Agreement (Donna Karan International Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Corporation and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Corporation’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than (i) as a holder of less than two (2%) percent of the Company to cease doing business outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the CompanyCorporation; provided however, reduce its relationship that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory. Notwithstanding the foregoing, Executive shall be entitled to maintain his pre-existing consulting relationships and arrangements as such exist on the Effective Date and such relationships shall not violate this Section 9.
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Company ownership, management, operation or refrain from establishing or expanding a relationship control of any business in competition with the CompanyBusiness of the Corporation, as defined in the next sentence. “Business” shall mean the acquisition, exploration and development of potash properties in the Xxxxxxxx Basin.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Parent and Confidential Information that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted worldwide (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardParent, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the national overnext sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-therich repeat-counter market in an amount which shall not exceed 3% containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the outstanding shares services of an such corporationEmployee hereunder, as well as all activities that involve the making, use or licensing thereof.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermParent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;
(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or
(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The (a) Executive acknowledges that that, as a result of Executive’s service with the Company has invested substantial timeBank, money a special relationship of trust and resources in confidence will develop between Executive, the development Bank and retention of its Inventions, Confidential Information (including trade secrets), clients and customers, accounts and business partners, that this relationship will generate a substantial amount of goodwill between the Bank and its clients and customers. Executive further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any it is fair and all "reasonable for the Bank to take steps to protect it from the loss of customer goodwill" associated . Executive further acknowledges that throughout his service with any existing or prospective customerthe Bank, account or business partner belongs exclusively Executive will be provided with access to and informed of confidential, proprietary and highly sensitive information relating to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive Bank’s clients and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value which is a competitive asset of the Company depends upon his Bank, and which enables Executive to benefit from the goodwill and know-how of the Bank.
(b) As a condition for Executive’s access to ongoing and new Proprietary Information, use of such skills on its behalf. In recognition the Bank’s goodwill and in consideration for Executive’s services pursuant to the terms of thisthis Agreement (including Restrictive Stock), the Executive covenants promises and agrees that:
(a) During that during the Term, Term and for a period of one year thereaftertwelve (12) months following the date of the termination of services if the Executive’s employment is terminated under Section 8.1, 8.2 or any termination of services following receipt of the Change in Control Payment, except in the event that termination of services is other than for Good Reason under Section 8.1 and the Executive is (a) receiving the Longevity Severance, in which case the period is twenty four (24) months or (b) receiving the Reduced Resignation Severance, in which case the period is six (6) months with respect to subsections (i) through (iii) of this Section 9.5(b) and twelve (12) months with respect to subsections (iv) through (v) of this Section 9.5(b), Executive will not, either for herself or in conjunction with others:
(i) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any depository institution that has a location within any county in which Guaranty, the Bank or any affiliate of Guaranty or the Bank maintains a banking center, loan production office, deposit production office or other banking office, or any county immediately contiguous thereto (the “Noncompete Area”) (but Executive may notacquire an ownership interest in any depository institution, without the prior written consent so long as that ownership interest does not exceed 5% of the Boardtotal number of shares outstanding of that depository institution, and/or invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions).
(whether ii) serve as an employeeofficer, director, executive, agent, servantemployee, owneror consultant to any insured depository institution that has a location within the Noncompete Area, partnerin a capacity that overlaps with any of the duties Executive performed for the Bank;
(iii) establish or operate a branch or other office of an insured depository institution within the Noncompete Area;
(iv) directly or indirectly induce, consultantinfluence, independent contractorsolicit, representativeencourage or advise any of the Bank’s executives, stockholder officers, employees, contractors, or agents, with whom Executive had contact within the twelve (12) months immediately preceding the termination of Executive's employment, to terminate their relationship with the Bank; or
(v) directly or indirectly solicit, divert, take away or provide assistance to any person for the purpose of soliciting, diverting, taking away or doing banking business with, any of the customers, clients, or patrons of the Bank existing as of the date of termination of Executive’s services with Bank. The restrictions contained in any Subsection (v) hereof are limited to customers, clients, or patrons of the Bank with whom Executive has done business, performed services for or on behalf of within the twelve (12) month period preceding Executive’s termination of services with the Bank, or about whom Executive has Proprietary Information, including information about which Executive is aware because of service on the Bank’s Loan Committee. Nothing in this Subsection shall prevent Executive from calling upon or soliciting those customers, clients or other capacity whatsoever) participate patrons having business relationships with the Bank to do business with Executive in any business that offers products of Executive not related to banking, investment, or financial services competitive in any way to those offered by the Company or that were under active development by the Company Bank during the Term, provided that nothing herein shall prohibit the Executive from owning securities term of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Boardthis Agreement.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Each of the Company covenants on the part of Executive contained in this Section shall be construed as an agreement independent of any other covenant set forth herein and independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive and Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to cease doing business the enforcement of this covenant.
(d) Executive agrees that if, at some later date, a court of competent jurisdiction determines that the restrictive covenants set forth in this Section 9.5 does not meet the criteria set forth by applicable law, this Section 9.5 may be reformed by the court and enforced to the maximum extent permitted under applicable law.
(e) Further, if Executive is bound by or subject to any other agreement with the Company, reduce its relationship Bank that contains obligations that are inconsistent or in conflict with the Company terms of this Section 9.5, including but not limited to any obligations under a Confidentiality, Non- Competition and Non-Solicitation Agreement executed in connection with a Stock Option Award Agreement under the Equity Incentive Plan, then the terms of this Section 9.5 shall prevail over any such inconsistent or refrain from establishing or expanding a relationship with the Companyconflicting obligations.
Appears in 1 contract
Samples: Employment Agreement (Guaranty Bancshares Inc /Tx/)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, customers, accounts to be protected by the non-competition restrictions set forth herein. The Executive agrees and business partners, and further acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the Mid-West (the “Geographic Boundary”) (to the extent the Company comes to own or operate any material asset in other areas of the United States during the course term of the Executive's employment with ’s employment, the Company the Executive has had and will have access definition of Geographic Boundary shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may covenants that he shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, enticein any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (5%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Executive’s employment with the Company and for a period equal to the greater of (i) one year (two years, if termination of this Agreement or of Executive’s employment is pursuant to Section 11(f)(i) hereof) following the termination of this Agreement or of the Executive’s employment with the Company or (ii) the period during which the Executive continues to receive his base salary pursuant to Sections 11(e) or 11(f)(ii) of this Agreement following the termination of this Agreement and of the Executive’s employment, in the Geographic Boundary:
(i) Perform for any business in competition with the Business of the Company, services that are substantially similar to services performed by the Company, specifically in the field of corn fractionation and biomass energy for corn ethanol plants, or other services if Trade Secrets of the Company would be of significant value in performing such services. The “Business of the Company” is defined as the development of corn fractionation and biomass energy systems for corn ethanol plants, the production of ethanol, other alternatives to petroleum-based fuels and other technologies developed by the Company within the Geographic Boundary.
(ii) Recruit, solicit or encourage hire, or attempt to recruit, solicit or hire, any customeremployee, prospective customer, vendor, strategic partner or business associate independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement.
(iii) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Executive had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease doing to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including; without limitation, any supplier, co-venturer or joint venturer of the Company to discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the Business of the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that restrictive covenants contained in this Section 7.5 are made by Xxxxxxx, Xxxxxxx and Xxxxxxx (each a “Restricted Party” and collectively the Company has invested substantial time“Restricted Parties”) and are necessary to protect the interests and rights being acquired by Buyer under this Agreement, money as well as other legitimate business interests of Buyer and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:Affiliates.
(a) During From the Term, and for a period of one year thereafter, Closing until the Executive may notten (10)-year anniversary thereof (the “Restricted Period”), without the prior written consent of the BoardBuyer, (whether as an employeewhich may be granted or withheld by Buyer in its sole discretion, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% none of the outstanding shares Restricted Parties shall, directly or indirectly, solicit, hire or encourage to leave the employ of an such corporationBuyer or its Affiliates any employees of Buyer or its Affiliates (including without limitation any employee of the Company).
(b) During the TermRestricted Period, and for a period without the written consent of one year thereafterBuyer, the Executive which may not enticebe granted or withheld by Buyer in its sole discretion, solicit or encourage any Company employee to leave the employ none of the Company Restricted Parties shall, individually or as an employee, contractor, agent or representative of any independent contractor to sever its engagement with other Person, directly or indirectly, (i) engage in the CompanyBusiness in North America; or (ii) have an interest in any Person that engages directly or indirectly in the Business in the North America in any capacity, absent prior written consent to do so from including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. Notwithstanding the Board.
(c) During the Termforegoing, any Restricted Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Restricted Party is not a controlling Person of, or a member of a group which controls, such Person and for a period of one year thereafter, the Executive may does not, directly or indirectly, enticeown five percent (5%) or more of any class of securities of such Person.
(c) Buyer and each Restricted Party recognizes that the Laws and public policies of various states and jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 7.5. It is the intention of Buyer and each Restricted Party that the provisions of this Section 7.5 be enforced to the fullest extent permissible under the Laws and public policies of each jurisdiction in which enforcement may be sought, solicit and that the unenforceability (or encourage the modification to conform to such Laws or public policies) of any customerprovisions of this Section 7.5 shall not render unenforceable, prospective customeror impair, vendor, strategic partner or business associate the remainder of the Company provisions of this Section 7.5. Accordingly, if any provision of this Section 7.5 shall be determined to cease doing business be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the Companyoperation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction.
(d) The parties hereto acknowledge and agree that any remedy at law for any breach of the provisions of this Section 7.5 would be inadequate, reduce its relationship with and each Restricted Party hereby consents to the Company granting by any court of competent jurisdiction of an injunction or refrain from establishing other equitable relief, without the necessity of actual monetary loss being proved, in order that the breach or expanding a relationship with the Companythreatened breach of such provisions may be effectively restrained.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Montauk Renewables, Inc.)
Non-Competition and Non-Solicitation. The Executive (i) Xx. Xxx acknowledges that the Company has invested substantial time, money and resources in the development and retention Xx. Xxx’x position of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course Chairman of the Executive's employment Board, Xx. Xxx occupies a position of trust and confidence. Xx. Xxx understands that the following restrictions may limit Xx. Xxx’x ability to earn a livelihood in a business which, directly or indirectly, competes with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and However, Xx. Xxx hereby agrees that any he has and all "goodwill" associated with any existing will receive sufficient consideration and other benefits as an employee or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value other service provider of the Company depends upon his use to clearly justify such restrictions which, in any event, given Xx. Xxx’x skills and ability will not prevent Xx. Xxx from earning a living. Xx. Xxx acknowledges that all restrictions contained in Section 3(d) are reasonable and valid for the adequate protection of the legitimate business interests and goodwill of the Company and are no broader than are necessary to protect such skills on its behalf. In recognition of this, the Executive covenants interests and agrees that:goodwill.
(aii) During the Term, and for a period of one year thereafter, the Executive may not, Xx. Xxx shall not (without the prior written consent of the Board) during the Term and for twelve (12) months thereafter, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Company), whether as an employeeprincipal, agent, servantstockholder or in any other capacity whatsoever carry on, owneror be engaged in, partneror have any financial or other interest in or be otherwise commercially involved in any endeavor, consultantactivity or business or which is in whole or in part competitive with any of the businesses carried on by the Company within the respective territories in which such businesses are then carried on (except for any equity share investment in a public company whose shares are listed on a recognized stock exchange where such share investment does not in the aggregate exceed 5% of the issued equity shares of such company).
(iii) Xx. Xxx shall not (without the prior written consent of the Board) during the Term and for twelve (12) months thereafter, independent contractorwhether directly or indirectly, representativeeither alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Company), whether as a principal, agent, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.:
(b1) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage attempt to solicit any Company employee customer or prospective customer for the purpose of (A) persuading or attempting to leave the employ of the Company or persuade any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company such customer to cease doing business with or to curtail the Company, reduce its relationship business which such customer or prospective customer has customarily conducted or contemplating conducting with the Company (including any subsidiary, including but not limited to ICS, or refrain from establishing any affiliated corporation), whether or expanding a not the relationship between the Company and such customer or prospective customer was originally established in whole or in part through the efforts of Xx. Xxx; or (B) to solicit the business of such customer or prospective customer in respect to any products or services which are competitive with the CompanyCompany (including any subsidiary, including but not limited to ICS, or any affiliated corporation); or
(2) solicit or attempt to solicit or assist any individual or entity to solicit the employment or engagement of or otherwise entice away from the employment of the Company (including any subsidiary, including but not limited to ICS, or any affiliated corporation) any employee of the Company (including any subsidiary, including but not limited to ICS, or any affiliated corporation).
(iv) The Parties hereby agree that any breach by Xx. Xxx of this Section 3(d) shall be deemed to cause the Company irreparable harm that cannot adequately be compensated for in damages and that the Company in addition to all other remedies, shall be entitled to injunctive or other equitable relief to restrain such breach.
Appears in 1 contract
Samples: Transition Agreement (Integrated Device Technology Inc)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below.
(ab) During the Term, The Employee hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notCorporation, directly or indirectly, enticein any capacity whatsoever, solicit including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or encourage any customer, prospective customer, vendor, strategic partner other individual or business associate representative capacity (other than (i) as a holder of less than 5% (five percent) of the Company to cease doing business outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the CompanyCorporation; provided however, reduce its relationship that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory.
(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Company ownership, management, operation or refrain from establishing or expanding a relationship control of any business in competition with the CompanyBusiness of the Corporation, as defined in the next sentence. “Business” shall mean the development and sale of lighter than air and heavier than air tethered aerostats or drones.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that execution of this Agreement is an express condition precedent of Toro to the Company has invested substantial time, money and resources in acquisition of Exmark through the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partnersMerger, and further acknowledges the parties mutually agree that during Employee is receiving substantial consideration through the course payment of the ExecutiveSigning Bonus for, among other things, the covenants of Employee set forth in this Section 9. Further, it is mutually acknowledged that, by virtue of Employee's employment with the Surviving Corporation, the Company the Executive has had will divulge or make accessible to Employee, and Employee will have access to become possessed of, certain Confidential Information concerning the Company's Inventions and Confidential Information (including trade secrets)business. Without limitation, it is also specifically acknowledged that great trust on the part of the Company will reside in Employee because Employee's duties will include involvement in the management, promotion, and will be introduced to existing and prospective customers, accounts and business partners development of the Company's business. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. AdditionallyAccordingly, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that deem it necessary to enter into the value of the Company depends upon his use of such skills on its behalf. In recognition of thisprotective agreements set forth below, the Executive covenants terms and agrees thatconditions of which have been negotiated by and between the parties hereto:
(a) During Employee understands and agrees that Exmark has devoted and the TermSurviving Corporation and Toro will continue to devote a great effort in building an effective organization with the reputation of honesty, reliability, dependability, and quality in its Products by utilizing unique and effective management, sales, service, marketing, finance, and other corporate techniques. Employee further understands and agrees that the Company has gained a unique reputation in its industry by developing, marketing, licensing, leasing, and selling only high-quality Products, and for its ability to develop, market, sell, license, lease, and service these Products to the greatest extent possible. Employee further understands and agrees that this reputation is a major factor in developing and acquiring high-quality Products and bringing about the sales of such Products, and accounts for the continued success of the Company in the technologically complex and competitive business in which the Company engages.
(b) Employee understands and agrees that he will necessarily become privy to relationships with Customers and employees of the Company, names and lists of Customers, confidential plans and structures, lists and specifications of Products, and other Confidential Information. Employee also understands and agrees that, to the extent he is directly or indirectly involved in the marketing or sales aspect of the LCG Group's business, he will necessarily establish a unique and strong personal and professional relationship with certain of the LCG Group's Customers during the term of this Agreement. Furthermore, Employee understands and agrees that such information, as well as information obtained as to Customers' methods of doing business, specifications of Customers' product requirements, the time, places and other details of when, where, and how to contact and best serve the Customers, the Customers' prior, present and future product usage, the Customers' general "school" of thought as to the product, the Customers' biases and prejudices as to various products, information as to other employees or third parties who influence Customers' decisions, and the extensive and frequent contact with Customers in the personal relationship acquired with Customers, all constitute legitimate and protectable business interests of the Company. This information is now and, even if such information is enhanced by Employee, will continue to be extremely proprietary and confidential and thereby the exclusive property of the Company.
(c) Employee agrees that any inventions, discoveries, information, ideas, or other Confidential Information in whole or part conceived, developed, or made by Employee (at any time prior to or after the date of this Agreement) through the use of Confidential Information or any of the Company's equipment, facilities, trade secrets or time, or which resulted or will result from any work performed by any employee of the Company, belongs and shall belong exclusively to the Surviving Corporation, are, and shall be deemed part of the Confidential Information for purposes of this Agreement, and have been, or shall be disclosed to and assigned only to the Surviving Corporation. Employee shall assist the Surviving Corporation in filing any related patent applications or copyright registrations. Notwithstanding the above, Employee shall retain all rights to any invention developed by Employee for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time unless: (i) the invention relates directly to the business of the LCG Group or to the LCG Group's actual or demonstrably anticipated research or development; or (ii) the invention results from any work performed by Employee for the Company.
(d) Employee acknowledges and agrees that the Company has a legitimate protectable interest in the assets, Confidential Information and trade secrets which will necessarily be imparted to Employee during the term of his employment by the Surviving Corporation, together with a legitimate business interest and right to prohibit the Surviving Corporation's former employees from soliciting Customers or other employees of the Company after termination of Employee's relationship with the Surviving Corporation.
(e) Employee acknowledges and agrees that the restrictions, limitations, and covenants made by Employee herein, including the non-compete and non-solicitation agreements contained in this Section 9, are reasonable and valid and should be strictly enforced and upheld by any court of competent jurisdiction.
(f) Employee further understands and agrees that all present Customers and all future Customers called upon by Employee during the term of his employment by the Surviving Corporation are the exclusive Customers of the Company and not those of Employee.
(g) Employee, therefore, agrees that, during the period Employee is employed by the Surviving Corporation or associated with the Surviving Corporation or Toro and for a period of one year thereafter18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Executive may notSurviving Corporation or Toro, without whichever is later, he will not directly or indirectly, either for his own account or for the prior written consent benefit of any person, firm or corporation, engage in the development, marketing, sale, service or distribution of Products of the BoardLCG Group, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in of any other capacity whatsoever) participate in product or service substantially similar to such Products or that perform substantially similar functions as such Products, or of any business that offers otherwise competitive products or services, provided, however, that products and services competitive in any way relating to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which residential consumer landscape equipment business shall not exceed 3% of the outstanding shares of an such corporationbe covered by this Section 9(g).
(bh) During Employee agrees that during the Term, period Employee is employed by the Surviving Corporation or associated with the Surviving Corporation or Toro and for a period of one year 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee shall not enter into substantive discussions regarding or accept any relationship or position as a sales or marketing representative, consultant, direct manager, officer, executive, or other employee or representative with any person, firm, corporation, association, partnership or entity which, during the term of Employee's employment by the Surviving Corporation or association with the Surviving Corporation or Toro or for a period of 18 months thereafter, was or is engaged in any business that is in competition with the Executive may not entice, solicit or encourage any Company employee to leave the employ commercial landscape equipment business of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the BoardLCG Group.
(ci) During Employee's employment by the Term, Surviving Corporation or association with the Surviving Corporation or Toro and for a period of one year thereafter18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Executive may notSurviving Corporation or Toro, whichever is later, Employee shall not directly or indirectlyindirectly own or be a shareholder of, enticemember of, solicit partner of, or encourage otherwise participate in any customer, prospective customer, vendor, strategic partner or company engaged in any business associate that is in competition with the commercial landscape equipment business of the Company LCG Group. Notwithstanding the above, Employee may hold or be the beneficial owner of up to cease doing business a one percent (1%) interest in any publicly held or traded company and shall have an unlimited right to invest in any mutual fund which is publicly traded or managed by a financial institution.
(j) During Employee's employment by the Surviving Corporation or association with the Surviving Corporation or Toro and for a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee agrees to refrain from directly or indirectly soliciting or enticing, on his own behalf or in the service of or on behalf of others, either (i) the Company's employees or independent agents so as to induce them to leave their employment or relationship with the Company, reduce its relationship with or (ii) any current or former Customers of the Company or refrain from establishing or expanding a relationship with so as to induce them to use any company other than the Company.
(k) For a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee shall inform any prospective new employer or associate prior to accepting any employment or any business relationship of the existence of this Agreement and provide them with a copy of this Agreement (with compensation information redacted, if desired).
(l) Employee understands and agrees that the restrictions and covenants in this Section 9 will not prohibit Employee from pursuing his career upon termination of this Agreement. Further, Employee acknowledges that his career skills and livelihood are not limited to the markets or industry served by the LCG Group and that, upon termination, he could obtain employment in industries within or outside of the industry in which the LCG Group is engaged.
Appears in 1 contract
Samples: Employment Agreement (Toro Co)
Non-Competition and Non-Solicitation. The Executive acknowledges that During the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's Employee’s employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafter, following the Executive may not, without Termination Date: (a) the prior written consent of Employee shall not in the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder United States or in any other capacity whatsoever) participate country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that offers products or services competitive in any way to those offered by is Competing with the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ business of the Company or of any independent contractor to sever of its engagement Subsidiaries or Affiliates of which the Employee may become an employee or officer during the Employee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, absent prior written consent directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 9 shall be deemed to do so prohibit the Employee from acquiring, solely as an investment, up to two percent (2%) of the Board.
shares of capital stock of any Competing public corporation or from being employed by or associated with (cincluding serving as a consultant to) During a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity if that Unit is not engaged in any business which is Competing with the Termbusiness of the Company, irrespective of whether some other Unit of such entity engages in such competition; and for a period (b) the Employee nor any Affiliate of one year thereafter, the Executive may Employee shall not, directly or indirectly, enticesolicit, solicit entice or encourage persuade, or attempt to solicit, entice or persuade, any customerdirectors, prospective customerkey advisors, vendorofficers or employees of or consultants to the Company (collectively, strategic partner or business associate “Associates of the Company”) to leave the services of the Company for any reason. This non-solicitation provision shall not apply to Associates of the Company who previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends.
9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9, the Company shall have the following rights and remedies:
9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
9.1.2 The right and remedy immediately to cease doing business providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 9.
9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company.
9.1.4 The one (1) year post-termination restriction period shall be tolled during any period of such breach or threatened breach. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
9.2 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
9.3 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
9.4 The covenants in Sections 7, 8, and 9 are conditions of Employee’s employment with the Company, reduce its relationship with and they are not tied to Employee’s performance of any particular position, role or job; therefore, the Company covenants in Sections 7, 8, and 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or refrain from establishing or expanding a relationship with the Companyresponsibilities and shall remain in full force and effect following any such change.
Appears in 1 contract
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to WPCS and the Company and that its protection and maintenance constitutes a legitimate business interest of WPCS and the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s and WPCS’s business is conducted worldwide (including trade secretsthe “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardMember, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Member or the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market in an amount which next sentence. Business shall not exceed 3% be the development and operation of the outstanding shares of an such corporationBitcoin electronic trading platforms and related software, including Bitcoin trading software and exchanges.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermCompany to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment pursuant to Section 5 (other than pursuant to Section 5(a)(v) or 5(d)(iv)), for a period of one (1) year thereafter, the Executive may not enticeprovided, solicit or encourage any Company employee to leave the employ however, that following termination of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafteremployment, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate restrictions of this Section 9 shall terminate upon the occurrence of an Event of Default (as such term is defined in the Senior Secured Note issued by the Company to cease doing business with the CompanyExecutive on December 17, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company2013) that is not cured within thirty (30) days.
Appears in 1 contract
Samples: Executive Employment Agreement (WPCS International Inc)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company's Inventions , to be protected by the non-competition restrictions set forth herein. The Executive agrees and Confidential Information acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business (including trade secretsas defined in Section 13(b) (1) below) is conducted throughout the United States (the “Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that she shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national over-the-counter market in an amount which next sentence. For purposes hereof, the Company’s “Business” shall not exceed 3% mean the provision of the outstanding shares of an such corporationfixed wireless services to businesses.
(b2) During Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the TermCompany to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;
(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges recognizes that his duties hereunder will entail the Company has invested receipt of trade secrets and confidential information, which have been developed at substantial timecost to CTS and its affiliates and which constitute CTS' valuable and unique property. Accordingly, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any it is reasonable and all "goodwill" associated with any existing or prospective customer, account or necessary for the protection of CTS' business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree interests that Executive possesses skills that are special, unique or extraordinary and that the value not compete with CTS during his term of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, employment and for a reasonable period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for . For a period of one year thereaftertwo years following the termination of Executive's service with CTS, Executive shall not, within the geographic areas Executive may not enticedirectly or indirectly oversaw or obtained trade secret or confidential information about while at CTS, solicit including those areas in which CTS' customers are serviced by CTS, (i) perform the same or encourage similar duties Executive performed for CTS; or(ii) on Executive's own behalf or on the behalf of any Company employee to leave the employ of the Company person, firm or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notcompany, directly or indirectly, enticeattempt to influence, solicit persuade or encourage induce, or assist any customerother person in so persuading or inducing, prospective customerany person, vendor, strategic partner firm or business associate of the Company company to cease doing business with the Companywith, reduce its business with, or decline to commence a business relationship with, CTS. Executive further agrees not to disclose any trade secrets or confidential information Executive was exposed to while at CTS to any competitor. This provision shall not be deemed to restrict Executive's passive investment in any business or preclude Executive from serving as a director of any entity which is not in competition with CTS or where such competition is not substantial and Executive obtains the Company approval of the Board of Directors, which approval may not be unreasonably withheld. For purposes of this Section 6, CTS shall include any and all direct and indirect subsidiaries, parents, affiliated or related companies of CTS. Executive agrees that he shall refrain from establishing soliciting or expanding hiring any present or future employee of CTS for employment with another company, and further agrees that this obligation shall survive termination for a relationship with the Companyperiod of five (5) years.
Appears in 1 contract
Samples: Employment Agreement (CTS Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with Executive will receive is valuable to the Company the Executive has had and will have access to the Company's Inventions that its protection and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and maintenance constitutes a legitimate business partners interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:Executive.
(ab) During the Term, The Executive hereby agrees and for a period of one year thereafter, the Executive may not, covenants that he shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the national over-the-counter market in Company; provided however, that the Executive shall be precluded from serving as an amount which shall operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below:
(1) Recruit or solicit any employee of, or independent contractor engaged by the Company to leave the employment (or independent contractor relationship) thereof, whether or not exceed 3% any such employee or independent contractor is party to an employment agreement with the business of the outstanding shares of an such corporation.Company;
(b2) During Attempt in any manner to solicit or accept from any customer of the TermCompany, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the business of the Company; or
(3) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), (2) and (3) above, the restrictions of this Section 13(b) shall continue during the Employment Period and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Healthtech Solutions, Inc./Ut)
Non-Competition and Non-Solicitation. The a. Executive acknowledges understands and recognizes that his services to the Company has invested substantial time, money are special and resources unique and that in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the performing such services Executive has had and will have access to the Company's Inventions and knowledge of Confidential and Proprietary Information (including trade secrets), as defined in Section 10 below) and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During , during the Term, Employment Term and for a period of one year six (6) months (or twelve (12) months if Executive's employment is terminated by the Company for Cause or by Executive without Good Reason) thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any natural person, firm, partnership, joint venture, corporation, limited liability company or other business entity ("Person"), enter into or engage in any business that is directly or indirectly competitive with the Company’s Business (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director, member or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's Business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person's business has multiple lines or segments, some of which are not competitive with the Company's Business, nothing herein shall prevent Executive may from being employed by, working for or assisting that line or segment of such Person's business that is not competitive with the Company's Business. Executive acknowledges that, due to the unique nature of the Company's Business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and, therefore, the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding the foregoing, nothing contained in this Section 9(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, publicly traded securities of any corporation or other entity, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity. For purposes of this Agreement, "Company's Business" shall be the development of novel therapeutics for the treatment of cancer, which shall be specifically limited to the investigation, development, and/or testing of compounds developed by the Company during the tenure of the Executive’s.
b. During the Employment Term and for a period of twelve (12) months thereafter (or six (6) months in the case of clause (b)(ii)), Executive shall not, directly or indirectly, without the prior written consent of the BoardCompany: (i) solicit or induce any person who, at any time during the preceding twelve (whether as 12) months, was an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by employee of the Company or that were under active development by the Company during the Termany of its subsidiaries or of Two River Group Holdings, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
LLC (b"Two River") During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or such subsidiaries or Two River or hire, or assist any independent contractor other Person in hiring, any such employee; or (ii) solicit the business of any agent, client or customer of the Company or any of its subsidiaries with respect to sever products or services similar to and competitive with those provided or supplied by the Company or any of its engagement with subsidiaries.
c. The Company and Executive mutually agree that both during the Employment Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party, and in the case of the Company, absent prior written including any officer, director or material shareholder of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude the parties hereto or their successors from making truthful statements in the proper performance of their jobs or that are required by applicable law, regulation or legal process, and the parties shall not violate this provision in making truthful statements in response to disparaging statements made by the other party.
d. In the event that Executive breaches any provisions of this Section 9 or Section 10, then, in addition to any other rights that the Company may have, the Company shall be entitled, upon entry of an appropriate order by a Court of competent jurisdiction, to cease making any payments to Executive under Section 8 hereof, cancel any options that vested under Section 8 hereof, recover any amounts paid under Section 8 hereof (including amounts received by Executive in respect of any options that became vested under Section 8) other than payments in respect of the Accrued Rights and seek injunctive relief to enforce the restrictions contained in such Sections, which injunctive relief shall be in addition to any rights or remedies available to the Company under the law or in equity. The Executive’s agreement to the terms and conditions contained in this section shall in no way be considered his consent to do so from the Boardentry of such relief, and the Executive and the Company agree that no such relief will be sought until notice is given to the Executive and a fourteen (14) day period in which the Executive has to cure the alleged violation lapses.
(ce. The rights and remedies enumerated in Section 9(d) During the Termshall be independent of, and for a period shall be in addition to and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of one year thereafterthe covenants contained in this Section 9, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate same shall not affect the remainder of the Company covenant or covenants or rights or remedies, which shall be given full effect without regard to cease doing business with the invalid portions. If any of the covenants contained in this Section 9 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company's right to the relief provided in this Section 9 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, reduce its relationship with such covenants being, for this purpose, severable into diverse and independent covenants.
f. The provisions of this Section 9 shall survive the Company or refrain from establishing or expanding a relationship with the Companytermination of Executive's employment for any reason.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During PPBI shall pay to the TermShareholder $ by wire transfer of immediately available funds on the Closing Date (the “Non-Compete Payment”). In consideration of the payment of the Non-Compete Payment, and the Shareholder agrees that for a period of two (2) years following the Closing Date [(one year thereafterfollowing the Closing Date with respect to only Section 6(a)(i) below and only with respect to a Competitive Business that operates within Dallas County, Texas and which does not accept deposits or engage in business with home owners’ associations located anywhere in the United States)], the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may Shareholder will not, directly or indirectly, enticeeither as principal, manager, agent, consultant, advisor, independent contractor, officer, stockholder, partner, investor, lender or employee or in any other similar capacity:
(i) establish, acquire, engage in, operate, manage, own, advise, control or in any way participate, be employed by or otherwise engage in any Competitive Business (as defined below) or have any financial interest (including, without limitation, any interest in the voting or nonvoting equity or debt securities, partnership interests or similar securities, or warrants or options thereon) in any Person that engages in any Competitive Business, provided that the Shareholder may acquire less than 5% of the equity of any Person so long as (A) the securities so acquired are either listed on a national securities exchange, the Nasdaq or, on an over the counter security that is quoted on the OTC Bulletin Board, if not so listed, the Shareholder obtains prior approval for such acquisition from PPBI (which prior approval will not be unreasonably withheld) and (B) such acquisition is and remains solely for investment purposes; or
(ii) (a) solicit (other than general solicitations through newspapers or other media of general circulation not targeted at such employees) any employees of FAB prior to the Closing (“FAB Employees”) or (b) hire any FAB Employees regardless of any solicitation activities during the period such Person is an employee of PPBI, Pacific Premier or any of their Affiliates and for three (3) months after such Person’s employment with PPBI, Pacific Premier or any of their Affiliates ends; or
(iii) (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with PPBI, Pacific Premier or any of their Affiliates, to discontinue, reduce or restrict such relationship or (B) solicit or encourage any customertarget the deposits, prospective customerloans or other products and services from or to Persons who where depositors, vendorborrowers or customers of FAB on the date of this Agreement, strategic partner or business associate and/or as of the Company Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way except for general solicitations that are directed to cease doing business with the Companygeneral public and not directed specifically to Persons who were depositors, reduce its relationship with borrowers or customers of FAB on the Company date of this Agreement, or refrain from establishing or expanding a relationship with as of the CompanyClosing Date.
Appears in 1 contract
Non-Competition and Non-Solicitation. 11.1 The Executive Employee acknowledges that the Company has invested substantial time, money and resources in the development Employee’s position of Vice President, Deputy General Counsel and retention Assistant Secretary, the Employee occupies a position of its Inventions, Confidential Information (including trade secrets), customers, accounts trust and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Companyconfidence. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and Employee understands that the value of following restrictions may limit the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for Employee’s ability to earn a period of one year thereafter, the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or livelihood in any other capacity whatsoever) participate in any a business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may notwhich, directly or indirectly, enticecompetes with the Company. However, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of the Company to cease doing clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business with interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for the Restricted Period (as defined below), the Employee will not, except as specifically provided below, anywhere in any county of any state within the geographic boundaries of the Company’s operations, reduce its relationship with which, for the Company or refrain from establishing or expanding a relationship with purposes of any event occurring prior to the Date of Termination, shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (the “Restricted Territory”), directly or indirectly, acting individually or as the owner, shareholder, partner or management employee of any entity: (a) engage in the operation of a waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or landfill; or (b) enter the employ as a manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that the Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own Two Percent (2%) or more of any class of securities of such business. The term “Restricted Period” shall mean the period commencing on the Effective Date and ending on the first anniversary of the Date of Termination.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges and agrees that the Company he is a key employee who has invested substantial timeunique knowledge and experience regarding Company's trade secret, money confidential, and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partnersproprietary information, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had restrictions set forth in this Section 6 are reasonable and will have access necessary to preserve and protect the Company's Inventions and Confidential Information (including trade secrets)secret, confidential, and will be introduced proprietary information and to existing preserve and prospective customers, accounts protect the goodwill and business partners continuity of the Company's business. The Executive further acknowledges that his agreement and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively adherence to the Companyrestrictions set forth in this Section 6 are material terms and conditions of this Agreement and his receipt of the compensation and benefits described in Section 4 above. Accordingly, including, but not limited to, any goodwill created so long as a result of direct Executive is an employee or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value Director of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of one (1) year thereafterfollowing the later of (y) the date which Executive ceases to be an employee the Company for any reason, or (z) the date which Executive may ceases to be a Director of the Company for any reason, Executive agrees that he will not, without the prior written consent of the Board, either directly or indirectly:
(a) Engage in any business activity (whether as an employee, agentconsultant, servant, ownerproprietor, partner, consultantdirector or otherwise) that is competitive, independent contractor, representative, stockholder in whole or in part, with the Company (or with any "Affiliated Company" (defined to mean any corporation or other capacity whatsoever) participate in any business entity or entities that offers directly or indirectly controls, is controlled by, or is under common control with the Company)), including but not limited to developing, selling, marketing, manufacturing, licensing, or distributing products or services that are competitive in any way to those offered with the products and services being developed, sold, marketed, manufactured, licensed, or distributed by the Company Company;
(b) Have any ownership interest in, or that were under active development by participate in the financing, operation, management, or control of, any person, firm, corporation or business whose products, activities, or services compete in whole or in part with those of the Company during the Term(or of any Affiliated Company), provided provided, however, that nothing herein contained in this Section 6(b) shall be construed to prohibit the Executive from purchasing and owning (directly or indirectly) up to one percent (1%) of the capital stock or other securities of corporations which any corporation or other entity whose stock or securities are listed traded on a any national or regional securities exchange or traded in the national over-the-counter market in an amount which and such ownership shall not exceed 3% constitute a violation of this Section 6(b);
(c) Divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, including, without limitation, the solicitation of any past, present, or prospective customer, client, partner, vendor, supplier, licensee, or party who has been or will be evaluating or testing the Company's products and/or services, or the interference with or disruption of the outstanding shares Company's business relations with its past, present, or prospective customers, clients, partners, vendor, suppliers, licensees, evaluators or testers of an such corporation.its products and/or services; or
(bd) During the TermSolicit, and for hire, recruit, employ or retain any person or entity who is employed by or has a period of one year thereafter, the Executive may not entice, solicit contractual or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement consulting relationship with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit induce or encourage any customer, prospective customer, vendor, strategic partner person or business associate of the Company to cease doing business with the Company, reduce its entity who is employed by or has a contractual or consulting relationship with the Company to terminate their employment, contractual, or refrain from establishing or expanding a consulting relationship with the Company.
Appears in 1 contract
Samples: Employment Agreement (Terayon Communication Systems)
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Company has invested substantial timeand that its protection and maintenance constitutes a legitimate business interest of the Company, money to be protected by the non-competition restrictions set forth herein. The Employee agrees and resources acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the development and retention United States (the "Territory") (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its Inventionsproducts and services to customers located, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that in areas other than the United States during the course term of the Executive's employment with Employment Period, the Company the Executive has had and will have access definition of Territory shall be automatically expanded to the Company's Inventions and Confidential Information (including trade secretscover such other areas), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:Company, its affiliates and/or its clients or customers.
(ab) During The Employee hereby agrees and covenants that he shall not, without the Termprior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than two percent (2%) of the outstanding voting shares of any publicly held company), or whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and for a period of one year thereafter, to the Executive may notextent described below, without within the prior written consent Territory:
(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the primary business of the BoardCompany;
(2) Recruit, (whether as an solicit or hire, or attempt to recruit, solicit or hire, any employee, agentof the Company to leave the employment thereof, servant, owner, partner, consultant, independent contractor, representative, stockholder whether or not any such employee is party to an employment agreement;
(3) Attempt in any other capacity whatsoever) participate in manner to solicit or accept from any business that offers products or services competitive in any way to those offered customer of the Company, with whom the Company had significant contact during Employee's employment by the Company (whether under this Agreement or that were under active development otherwise), business of the kind or competitive with the business done by the Company during with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the Term, provided that nothing herein shall prohibit the Executive from owning securities amount of corporations business which are listed on a national securities exchange such customer has customarily done or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement might do with the Company, absent prior written consent or if any such customer elects to do so from move its business to a person other than the Board.Company, provide any services (of the kind or competitive with the Business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or
(c4) During Interfere with any relationship, contractual or otherwise, between the TermCompany and any other party, and for a period of one year thereafterincluding, the Executive may notwithout limitation, directly any supplier, distributor, co-venturer or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate joint venturer of the Company to cease doing business with the Company, discontinue or reduce its relationship business with the Company or refrain from establishing or expanding a relationship otherwise interfere in any way with the Business of the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive (a) Executive’s acknowledges that the Company has invested substantial timeservices to be performed by him under this Agreement are of a special, money unique, unusual, extraordinary and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partnersintellectual character, and further acknowledges the provisions of this Section 7 are reasonable and necessary to protect PrimaryAds’ business.
(b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by PrimaryAds, Executive covenants that he will not, during the course term of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, this Agreement and for a period of one (1) year thereafter, directly or indirectly:
(1) except in the course of his employment hereunder, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, any business whose products or services compete in whole or in part with the products or services of PrimaryAds or CGI existing at the time Executive’s employment under this Agreement is terminated; provided, however, that Executive may not, purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the prior written consent activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the BoardSecurities Exchange Act of 1934;
(2) whether for Executive’s own account or for the account of any other person, solicit business of the same or similar type of business then being carried on by PrimaryAds or CGI, from any person or entity known by Executive to be a customer of PrimaryAds or CGI, whether or not Executive had personal contact with such person or entity during and by reason of Executive’s employment with PrimaryAds;
(3) whether for Executive’s own account or the account of any other person (i) solicit, employ or otherwise engage as an employee, agentindependent contractor or otherwise, servant, owner, partner, consultant, independent contractor, representative, stockholder any person who is or was an employee of PrimaryAds or CGI at any time during the term of this Agreement or in any other capacity whatsoevermanner induce or attempt to induce any employee of PrimaryAds or CGI to terminate his employment with PrimaryAds or CGI, or (ii) participate in interfere with PrimaryAds’ or CGI’s relationship with any business that offers products person or services competitive in entity, including any way to those offered by the Company person or that were under active development by the Company entity who at any time during the Termterm of this Agreement was an employee, provided that nothing herein shall prohibit the Executive from owning securities contractor, supplier or customer of corporations which are listed on a national securities exchange PrimaryAds or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.CGI; or
(b4) During at any time during or after the Termterm of this Agreement, and for a period of one year thereafterdisparage PrimaryAds, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company CGI or any independent contractor to sever its engagement with the Companysubsidiary of CGI, absent prior written consent to do so from the Boardor any of their respective shareholders, directors, officers, employees or agents.
(c) During the TermIf any covenant of this Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and for such lesser scope, time or geographic area, or all of them, as a period court of one year thereaftercompetent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, will be effective, binding and enforceable against Executive.
(d) Executive acknowledges and agrees that should Executive transfer between or among PrimaryAds and any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity (a “PrimaryAds Affiliate”) wherever situated, or otherwise become employed by any PrimaryAds Affiliate, or should he be promoted or reassigned to functions other than the duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of this Section 7 shall continue to apply with full force.
(e) In the event Executive employment is terminated by PrimaryAds other than pursuant to Section 6(a), Section 6(b), or Section 6(c), Executive may, in his sole discretion, elect to waive any severance payment which may nototherwise be due and owing to Executive pursuant to Section 6(e) above in exchange for PrimaryAds’ agreement that the restrictions of Section 7(b)(1) shall be deemed null and void and unenforceable against Executive and PrimaryAds shall not attempt to enforce the same.
(f) Executive agrees and acknowledges that PrimaryAds does not have an adequate remedy at law for the breach or threatened breach by Executive of this Section 7 and agrees that PrimaryAds may, directly in addition to the other remedies which may be available to it under this Agreement, file suit in equity to enjoin Executive from such breach or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companythreatened breach.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(ai) During the Termperiod commencing on November 1, 2010 and for a period of one year thereafterending on October 31, 2014 (the Executive may “Restricted Period”), Consultant shall not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, either directly or indirectly, enticeindividually or by or through any Covered Entity (as hereinafter defined), solicit participate in, assist, aid or encourage advise in any customerway, prospective customerany business or enterprise that competes with the Company anywhere in the world (a “Competitor”), vendorexcept that Consultant may participate in, strategic partner assist, aid or business associate advise a division or subsidiary of a Competitor so long as such subsidiary or division does not compete with the Company anywhere in the world. For purposes of this Agreement, “Covered Entity” shall mean every affiliate of Consultant and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity (A) in which Consultant or any affiliate of Consultant has invested (whether through debt or equity securities), (B) to which Consultant or any affiliate of Consultant has contributed any capital or made any advances, (C) in which Consultant or any affiliate of Consultant has an ownership interest or profit sharing percentage, (D) from which Consultant or any affiliate of Consultant receives or is entitled to receive income, compensation or consulting fees, or (E) in which Consultant or any affiliate of Consultant has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Consultant contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, (x) the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any affiliate of the Company to cease doing business with and (y) nothing contained in this Section 4(d)(i) prohibits Consultant or any affiliate of Consultant from owning less than one percent of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Companyincidents thereof.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's ’s employment with the Company the Executive has had and will have access to the Company's ’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive also acknowledges that he is to receive substantial benefits from the transactions contemplated by the APA and that the Company has a legitimate interest in protecting the goodwill of the business acquired under the APA. The Executive acknowledges and agrees that any and all "goodwill" goodwill associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, period beginning on the Effective Date and for a period ending on the later to occur of one year thereafter(i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the termination of the Executive’s employment with the Company and the Subsidiary (the “Restricted Period”), the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those that Executive knew were offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 31% of the outstanding shares of an such corporation.
(b) During the Term, and for a period of one year thereafterRestricted Period, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafterRestricted Period, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) The Executive Employee agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets)that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, customers, accounts to be protected by the non-competition restrictions set forth herein. The Employee agrees and business partners, and further acknowledges that during the course of non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive's employment with Employee. The Employee also acknowledges that the Company Corporation’s business is conducted worldwide (the Executive has had and will have access to the Company's Inventions and Confidential Information (including trade secrets“Territory”), and will be introduced that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that maintain the value of the Company depends upon his use of such skills on its behalf. In recognition of thisConfidential Information of, and to protect the goodwill and other legitimate business interests of, the Executive covenants and agrees that:
(a) During Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the Term, and termination of the Employee’s employment hereunder for a period of one (1) year thereafterafter the termination of Employee’s employment for whatever reason, and regardless whether the Executive may nottermination is voluntary or involuntary, within the Territory.
(b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the BoardCorporation, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (i) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than two (2%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the national over-the-counter market in Corporation; provided however, that the Employee shall be precluded from serving as an amount which shall not exceed 3% operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee's own behalf or on behalf of any other person or entity or otherwise howsoever, during the outstanding shares of an such corporation.
(b) During the Term, Term and for a period of one (1) year thereafter, after the Executive may not entice, solicit or encourage any Company employee to leave the employ termination of the Company Employee’s employment for whatever reason, and regardless whether the termination in voluntary or any independent contractor to sever its engagement with involuntary, within the Company, absent prior written consent to do so from the BoardTerritory.
(c1) During Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the Termownership, and for a period management, operation or control of one year thereafter, any business in competition with the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate Business of the Company to cease doing business with Corporation, as defined in the Company, reduce its relationship with next sentence. “Business” shall mean mobile satellite products and services sector of the Company or refrain from establishing or expanding a relationship with the Companyglobal communications industry.
Appears in 1 contract
Samples: Employment Agreement (NextPlat Corp)
Non-Competition and Non-Solicitation. (a) The Executive agrees and acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive's employment with the Company the Executive has had already received and will have access receive is valuable to the Company's Inventions Company and Confidential Information (including trade secrets), the Company and will be introduced to existing that its protection and prospective customers, accounts and maintenance constitutes a legitimate business partners interest of the Company and the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and agrees necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company’s and its subsidiaries’ businesses are conducted worldwide, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the territory and scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Company depends upon his use Confidential Information, and to protect the goodwill and other legitimate business interests of such skills on the Company, its behalfsubsidiaries, affiliates and/or its clients or customers. In recognition The provisions of this, this Section 8 shall survive the Executive covenants and agrees that:termination of the Executive’s employment hereunder for the time periods specified below.
(ab) During The Executive hereby agrees and covenants that during the TermTerm and the period thereafter provided below, and for a period of one year thereafter, the Executive may not, he shall not without the prior written consent of the BoardCompany, (whether directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, agentemployer, servantconsultant, ownerprincipal, partner, consultantshareholder, independent contractorofficer, representative, stockholder director or in any other individual or representative capacity whatsoever(other than (A) participate in any business that offers products or services competitive in any way to those offered by as a holder of less than five (5%) percent of the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning outstanding securities of corporations which a company whose shares are listed traded on a any national securities exchange or traded (B) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies):
(i) engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the national overnext sentence. For purposes hereof, the term “Business” shall mean the sales and service of satellite voice and data equipment, and satellite-the-counter market in an amount which shall not exceed 3% enabled voice, data, tracking and IoT connectivity services;
(ii) recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the outstanding shares Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of an such corporation.competing with the Business of the Company;
(biii) During attempt in any manner to solicit or accept from any customer of the TermCompany, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or
(iv) interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment pursuant to Section 5 for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.
Appears in 1 contract
Samples: Employment Agreement (Orbsat Corp)
