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

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (ii) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 6 contracts

Samples: Employment Agreement, Employment Agreement (Seres Therapeutics, Inc.), Employment Agreement (Seres Therapeutics, Inc.)

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Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good willwill of the Company and its Affiliates, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the "Restricted Period"), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive (directly or indirectly) with the products or services of the Company or its Affiliates, or products or services that the Company has or its Affiliates have under development or that are the subject of active planning at any time during the last 24 months of my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for any purpose that is competitive with or detrimental to the benefit business of the CompanyCompany or an Affiliate, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or its Affiliates, or any of its supplierssuppliers thereof, and/or (iib) solicit, entice entice, or attempt to persuade any other employee or consultant of the Company or an Affiliate to leave the services of the Company or Affiliate for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 9, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 5 contracts

Samples: Offer of Employment, Offer of Employment (Novelion Therapeutics Inc.), Offer of Employment (Novelion Therapeutics Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectivelyemployment, the “Competitive Products”); provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 5 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Carbon Black, Inc.), Employment Agreement (Carbon Black, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and (i) with respect to clause (a) below, for a period of twelve (12) months following the termination of my employment or other service relationship with the Company for any reason and (ii) with respect to clauses (b) and (c) below, for a period of twelve (12) months following the termination of my employment or other service relationship with the Company for any reason (the “Restricted Period”), ): (a) I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that developsis competitive with the Company’s development programs, manufactures or markets microbiome therapeuticsincluding product candidates developed thereunder, or products technologies or services that the Company has under development or that are the subject commercial products, at such time of active planning at any time during my employment (collectively, the “Competitive Products”)termination of employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company;. (b) Directly I will not, directly or indirectly, in any manner, other than for the benefit of the CompanyCompany or for solely non-competitive purposes, (i) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company Company. (c) I will not, directly or indirectly, in any of its suppliersmanner, and/or (ii) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8 after my employment ends, the running of the Restricted Period will be extended by the time during until there is a period of in which I engage in such violation(s). (d) I acknowledge and agree that the provisions there is no violation of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterialparagraph 8.

Appears in 4 contracts

Samples: Employment Agreement, Employment Agreement (Vericel Corp), Employment Agreement (Vericel Corp)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: , (a1) Engageengage, participate participate, or invest in in, be employed by, consult or otherwise associated with any other business, enterprise or venture that, as its primary business that activity, performs research or services, or develops, manufactures or markets microbiome therapeuticsany products that are same as, similar to or competitive with the research, services or products of the Company or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive ProductsRestricted Field”); provided that this will , or (2) perform or otherwise be involved in any business activity related to the Restricted Field. This paragraph 8 shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 4 contracts

Samples: Employment Agreement (Jounce Therapeutics, Inc.), Employment Agreement (Jounce Therapeutics, Inc.), Employment Agreement (Jounce Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive with or similar to the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectivelyincluding, without limitation, a business that provides or has active plans to provide products and/or services in the “Competitive Products”)area of lipid management; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 4 contracts

Samples: Employment Agreement (Amarin Corp Plc\uk), Employment Agreement (Amarin Corp Plc\uk), Employment Agreement (Amarin Corp Plc\uk)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are directed to the same molecular targets as any products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 4 contracts

Samples: Employment Agreement, Employment Agreement (Surface Oncology, Inc.), Employment Agreement (Surface Oncology, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive (directly or indirectly) with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice entice, or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 3 contracts

Samples: Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good willgoodwill, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are otherwise competitive with or similar to the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six (c6) months of my termination of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 2 contracts

Samples: Employee Non Competition, Non Solicitation, Confidentiality and Assignment Agreement (Zafgen, Inc.), Employee Non Competition, Non Solicitation, Confidentiality and Assignment Agreement (Zafgen, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are otherwise competitive with or similar to the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 2 contracts

Samples: Separation Agreement (Scholar Rock Holding Corp), Employee Non Competition, Non Solicitation, Confidentiality and Assignment Agreement (Scholar Rock Holding Corp)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive with or similar to the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six (c6) months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 2 contracts

Samples: Employment Agreement (Advanced Cell Technology, Inc.), Employment Agreement (Advanced Cell Technology, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that (i) researches, develops, manufactures manufactures, licenses or markets microbiome therapeuticsAMPk (AMP-activated protein kinase) targeted products and/or apolipoprotein A-I variants of such products or (ii) researches, develops, manufactures, licenses or markets any products, or performs any services, that are otherwise competitive with the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another person or entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of the attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 2 contracts

Samples: Executive Employment Agreement (Esperion Therapeutics, Inc.), Executive Employment Agreement (Esperion Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit me from practicing law or prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (ii) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Seres Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectivelyemployment, the “Competitive Products”); provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within twelve months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Executive Employment Agreement (Chiasma, Inc)

Non-Competition and Non-Solicitation. In order to protect the Company’s 's Proprietary Information and good willgoodwill, during the Term of my employment Consulting Agreement with the Company and for a period of twelve six (126) months following the termination of my employment for any reason thereafter (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer coventurer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or products or services that the Company has under development or performs any services, that are in the subject field of active planning at any time during my employment (collectivelynon-muscle invasive bladder cancer, except with the “Competitive Products”)express written consent of the Chair of the Board of Directors of the Company; provided that this the foregoing will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Separation Agreement (Sesen Bio, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good willwill of the Company and its Affiliates, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive (directly or indirectly) with the products or services of the Company or its Affiliates, or products or services that the Company has or its Affiliates have under development or that are the subject of active planning at any time during the last 24 months of my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for any purpose that is competitive with or detrimental to the benefit business of the CompanyCompany or an Affiliate, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or its Affiliates, or any of its supplierssuppliers thereof, and/or (iib) solicit, entice entice, or attempt to persuade any other employee or consultant of the Company or an Affiliate to leave the services of the Company or Affiliate for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 9, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Offer of Employment (QLT Inc/Bc)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my Xxxxxxxx.xxx 000 Xxxx Xxxxxx Xxxxx • 00xx Xxxxx • XxxXxxx, XX 00000 • (000) 000-0000 employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are otherwise competitive with or similar to the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Phreesia, Inc.)

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Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and (i) with respect to clause (a) below, for a period of twelve (12) months following the termination of my employment or other service relationship with the Company for any reason and (ii) with respect to clauses (b) and (c) below, for a period of twelve (12) months following the termination of my employment or other service relationship with the Company for any reason (the “Restricted Period”), ): i. I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that developsis competitive with the Company’s development programs, manufactures or markets microbiome therapeuticsincluding product candidates developed thereunder, or products technologies or services that the Company has under development or that are the subject commercial products, at such time of active planning at any time during my employment (collectively, the “Competitive Products”)termination of employment; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company;. (b) Directly ii. I will not, directly or indirectly, in any manner, other than for the benefit of the CompanyCompany or for solely non-competitive purposes, (i) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company Company. iii. I will not, directly or indirectly, in any of its suppliersmanner, and/or (ii) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8 after my employment ends, the running of the Restricted Period will be extended by the time during until there is a period of in which I engage in such violation(s). (d) I acknowledge and agree that the provisions there is no violation of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterialparagraph 8.

Appears in 1 contract

Samples: Employment Agreement (Vericel Corp)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeutics, or products or services that is competitive with the Company has under development or that are the subject of active planning at any time during my employment (collectively, the Company’s Competitive ProductsBusiness); provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . The Company’s “Business” is defined as the development of stem cell derived therapeutics for ocular disorders. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six (c6) months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 11, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Advanced Cell Technology, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that at any time during my employment, or following a termination of employment at any time during the two year period prior to the date of termination, are competitive with (i) the products or services of the Company, or (ii) products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectivelyplanning, the “Competitive Products”); provided that this will not prohibit any possible investment ownership of shares in publicly traded stock of a company representing less than one percent of the stock outstanding shares of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s)) but in no event shall the length of such extension exceed one (1) year. (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Foundation Medicine, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeuticsany products, or products or performs any services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)involve gene therapy for central nervous system disorders; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Retirement Agreement (Voyager Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I 1 will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectivelyemployment, the “Competitive Products”); provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within twelve months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Executive Employment Agreement (Chiasma, Inc)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise:the (a) Engage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (ii) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Seres Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-co- venturer or otherwise: , (a1) Engageengage, participate participate, or invest in in, be employed by, consult or otherwise associated with any other business, enterprise or venture that, as its primary business that activity, performs research or services, or develops, manufactures or markets microbiome therapeuticsany products that are same as, similar to or competitive with the research, services or products of the Company or services that the Company has under development or that are the subject of active planning at (the "Restricted Field"), or (2) perform or otherwise be involved in any time during my employment (collectively, business activity related to the “Competitive Products”); provided that this will Restricted Field. This paragraph 8 shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) . I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Jounce Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeuticsany products, or products or performs any services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”)involve gene therapy for central nervous system disorders; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice entice, or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Voyager Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise: (a) Engage, participate or invest in any business that develops, manufactures or markets human microbiome therapeutics, or products or services that the Company has under development or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (ii) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Seres Therapeutics, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets microbiome therapeutics, or products or services that is competitive with the Company has under development or that are the subject of active planning at any time during my employment (collectively, the Company’s Competitive ProductsBusiness); provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . The Company’s “Business” is defined as the development of stem cell derived therapeutics for ocular disorders. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six (c6) months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Advanced Cell Technology, Inc.)

Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise: (a) Engage, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets microbiome therapeuticsany products, or performs any services, that are directed to the same molecular targets as any products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment (collectively, where such plans are not subsequently abandoned by the “Competitive Products”)Company; provided that this will shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company; (b) Directly . In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (ia) call upon, solicit, divert divert, take away, accept or take away conduct any business from or with any of the customers, business customers or prospective customers of the Company or any of its suppliers, and/or (iib) solicit, entice or entice, attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. (c) reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this Section, in addition to any other remedies to which the Company may be entitled in law or equityparagraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). (d) I acknowledge and agree that the provisions of this agreement shall apply during and following my employment by the Company, and shall not be affected by any change in my job duties, whether material or immaterial.

Appears in 1 contract

Samples: Employment Agreement (Surface Oncology, Inc.)

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