Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not: (i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or (ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or (iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or (iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 8 contracts
Samples: Employment Agreement, Employment Agreement (Ocular Therapeutix, Inc), Employment Agreement (Ocular Therapeutix, Inc)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 7 contracts
Samples: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. The primary service area of the Company’s business in which Executive recognizes that will actively participate extends separately to the Company is engaged Restricted Area. Therefore, as an essential ingredient of and in a competitive business consideration of this Agreement and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during employment with the term hereof and for a period of twelve (12) months thereafterCompany, Executive shall not:, during Executive’s employment with the Company or during the Restricted Period, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):
(i) directly Engage or indirectlyinvest in, whether for himself or for any other person or entityown, and whether as a proprietormanage, principaloperate, shareholderfinance, partnercontrol, agentparticipate in the ownership, employeemanagement, consultant, independent contractoroperation, or in any other capacity whatsoevercontrol of, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%)be employed by, engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact associated with, or in any manner solicitconnected with, directly serve as a director, officer, or indirectlyconsultant to, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, in each case in the capacity (or any substantially similar capacity) that Executive provided services to the Company, any supplier person, firm, partnership, corporation, other business entity, or trust that owns, operates, or is in the process of goodsforming a Competitor with an office located, services or materials to be located at an address identified in a filing with any regulatory authority, within the Company in an Restricted Area; provided, however, that the ownership by Executive of shares of the capital stock of any institution, which shares are listed on a securities exchange and that do not represent more than 1% of the institution’s outstanding capital stock, shall not violate any terms of this Agreement;
(A) Induce or attempt to induce any employee of the Company or motivate them either its Affiliates to discontinue leave the employ of the Company or modify their then prevailing its Affiliates; (B) interfere with the relationship between the Company or future its Affiliates and any employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or its Affiliates with whom Executive had an ongoing business relationship to cease doing business with the Company or to supply its Affiliates or interfere with the same relationship between the Company or similar inventoryits Affiliates and their respective customers, goodssuppliers, services licensees, or materials other business relations with whom Executive had an ongoing business relationship.
(except generally available inventory, goods, services or materialsiii) to Solicit the business of any person or entity other than known to Executive to be a customer of the Company; orCompany or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Company or its Affiliates.
(iv) directly Serve as the agent, broker, or indirectly recruitrepresentative of, solicit or otherwise induce assist, any person or influence entity in obtaining services or products from any employee Competitor within the Restricted Area, with respect to products, activities, or independent contractor services that Executive devoted time to on behalf of the Company to discontinue or modify his any Affiliate (or her any substantially similar products, activities, or services) and that compete in whole or in part with the products, activities, or services of the Company or its Affiliates.
(v) Accept employment with, provide services to, or act in any other such capacity for or with any Competitor, if in such employment or engagement with capacity Executive would inevitably use or disclose the Company, ’s Confidential Information in Executive’s work or employ or contract with any service for such employee or contractor for the provision of servicesCompetitor.
Appears in 6 contracts
Samples: Employment Agreement (Landmark Bancorp Inc), Employment Agreement (Landmark Bancorp Inc), Employment Agreement (Landmark Bancorp Inc)
Non-Competition and Non-Solicitation. Executive acknowledges and recognizes that the highly competitive nature of the businesses of the Company is engaged in a competitive business and that its subsidiaries and affiliates and accordingly agrees as follows:
(a) During the Executive’s employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one (121) months thereafteryear from the date of termination of Executive’s employment for any reason, the Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether anywhere within the United States either as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorpartner, officer, director, shareholder, or in any other capacity whatsoeverindividual or representative capacity, undertake own, manage, finance, operate, control or have otherwise engage or participate in any interest manner or fashion in an employment, business or other activity competitive with the Company. The post-employment restriction contained in this section shall not apply in the State of California.
(other than b) Executive further agrees that, during the passive ownership Executive’s employment with the Company and for a period of publicly registered securities representing an ownership interest one (1) year from the date of less than 1%)termination of Executive’s employment for any reason, engage in or assume any role involving the Executive shall not, directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedindirectly, marketedeither as a principal, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyagent, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsemployee, press releases and the sending or delivering of announcements)consultant, partner, officer, director, shareholder, or in any manner solicitother individual or representative capacity, on the Executive’s behalf or any other persons or entity other than the Company or its affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any customers, business development partners, licensors, licensees, customer or creditors (including institutional lenders, bonding companies and trade creditors) prospective customer of the Company in an with whom the Executive has had personal contact within the twelve (12) month period prior to the Executive’s termination date, or (ii) solicit or induce, or attempt to induce solicit or motivate them either induce, directly or indirectly any person who is, or during the twelve (12) month period prior to discontinue the Executive’s termination date was, an employee or modify their then prevailing agent of, or future relationship with consultant to, the Company or to transfer any of their business with the Company its affiliates, to any person terminate its, his or entity other than the Company; or
her relationship therewith, or (iii) initiate contact withhire or engage any person who is, or in any manner solicitduring the twelve (12) month period prior to the Executive’s termination date was, directly an employee, agent of or indirectly, any supplier of goods, services or materials consultant to the Company or any of its affiliates.
(c) Executive understands that the provisions of this Section 11 may limit Executive’s ability to earn a livelihood in an attempt a business similar to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the business of the Company but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than business interests of the Company; or
, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) directly or indirectly recruitsuch provisions are not unduly burdensome to Executive, solicit or otherwise induce or influence any employee or independent contractor and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 11. In consideration of the Company foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of this Section 11 otherwise are void, voidable or unenforceable or should be voided or held unenforceable
(d) If a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to discontinue apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or modify his indicate to be enforceable. Alternatively, if any court or her employment or engagement with arbitrator of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company, or employ or contract with enforceability of any such employee or contractor for of the provision of servicesother restrictions contained herein.
Appears in 5 contracts
Samples: Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co)
Non-Competition and Non-Solicitation. Executive acknowledges and recognizes that the highly competitive nature of the businesses of the Company is engaged in a competitive business and that its subsidiaries and affiliates and accordingly agrees as follows:
(a) During the Executive’s employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one (121) months thereafteryear from the date of termination of Executive’s employment, the Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether anywhere within the United States either as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorpartner, officer, director, shareholder, or in any other capacity whatsoeverindividual or representative capacity, undertake own, manage, finance, operate, control or have otherwise engage or participate in any interest manner or fashion in an employment, business or other activity competitive with the Company. The post-employment restriction contained in this section shall not apply in the State of California.
(other than b) Executive further agrees that, during the passive ownership Executive’s employment with the Company and for a period of publicly registered securities representing an ownership interest one (1) year from the date of less than 1%)termination of Executive’s employment, engage in or assume any role involving the Executive shall not, directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedindirectly, marketedeither as a principal, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyagent, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsemployee, press releases and the sending or delivering of announcements)consultant, partner, officer, director, shareholder, or in any manner solicitother individual or representative capacity, on the Executive’s behalf or any other persons or entity other than the Company or its affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any customers, business development partners, licensors, licensees, customer or creditors (including institutional lenders, bonding companies and trade creditors) prospective customer of the Company in an with whom the Executive has had personal contact within the twelve (12) month period prior to the Executive’s termination date, or (ii) solicit or induce, or attempt to induce solicit or motivate them either induce, directly or indirectly any person who is, or during the twelve (12) month period prior to discontinue the Executive’s termination date was, an employee or modify their then prevailing agent of, or future relationship with consultant to, the Company or to transfer any of their business with the Company its affiliates, to any person terminate its, his or entity other than the Company; or
her relationship therewith, or (iii) initiate contact withhire or engage any person who is, or in any manner solicitduring the twelve (12) month period prior to the Executive’s termination date was, directly an employee, agent of or indirectly, any supplier of goods, services or materials consultant to the Company or any of its affiliates.
(c) Executive understands that the provisions of this Section 11 may limit Executive’s ability to earn a livelihood in an attempt a business similar to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the business of the Company but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than business interests of the Company; or
, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) directly or indirectly recruitsuch provisions are not unduly burdensome to Executive, solicit or otherwise induce or influence any employee or independent contractor and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 11. In consideration of the Company foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of this Section 11 otherwise are void, voidable or unenforceable or should be voided or held unenforceable
(d) If a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to discontinue apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or modify his indicate to be enforceable. Alternatively, if any court or her employment or engagement with arbitrator of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company, or employ or contract with enforceability of any such employee or contractor for of the provision of servicesother restrictions contained herein.
Appears in 4 contracts
Samples: Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co), Employment Agreement (SIMPLICITY ESPORTS & GAMING Co)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 4 contracts
Samples: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. The primary service area of the Company's business in which Executive recognizes that will actively participate extends separately to the Company is engaged Restricted Area. Therefore, as an essential ingredient of and in a competitive business consideration of this Agreement and that Executive's employment with the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafterCompany, Executive shall not:, during Executive's employment with the Company or during the Restricted Period, whether the termination of Executive's employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):
(i) directly Engage or indirectlyinvest in, whether for himself own, manage, operate, finance, control, participate in the ownership, management, operation or for control of, be employed by, associated with or in any manner connected with, serve as a director, officer or consultant to, lend Executive's name or any similar name to, lend Executive's credit to or render services or advice to, any person, firm, partnership, corporation or trust that owns, operates or is in the process of forming a Competitor with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that the ownership by Executive of shares of the capital stock of any institution, which shares are listed on a securities exchange and which do not represent more than one percent (1%) of the institution's outstanding capital stock, shall not violate any terms of this Agreement;
(A) Induce or attempt to induce any officer-level employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates; (B) in any way interfere with the relationship between the Company or its Affiliates and any management-level employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or its Affiliates to cease doing business with the Company or its Affiliates or in any way interfere with the relationship between the Company or its Affiliates and their respective customers, suppliers, licensees or other business relations.
(iii) Solicit the business of any person or entity known to Executive to be a customer of the Company or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with or had made Substantial Business Efforts with respect to, such person or entity, and whether as a proprietorwith respect to products, principal, shareholder, partner, agent, employee, consultant, independent contractor, activities or services that compete in whole or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition part with the products products, activities or services being developed, marketed, sold or otherwise provided by of the Company or any other business in which its Affiliates.
(iv) Serve as the Company is engaged and for which Executive has rendered services while employed by the Companyagent, broker or representative of, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsotherwise assist, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than in obtaining services or products from any Competitor within the Company; or
(iii) initiate contact withRestricted Area, with respect to products, activities or services that compete in whole or in any manner solicitpart with the products, directly activities or indirectly, any supplier services of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same its Affiliates.
(v) Accept employment, provide services to, or similar inventoryact in any other such capacity for or with any Competitor, goodsif in such employment or capacity Executive would, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than because of Executive's knowledge of the Company; or
(iv) directly 's Confidential Information or indirectly recruittrade secrets, solicit inevitably use and/or disclose Company's Confidential Information or otherwise induce trade secrets in Executive's work or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any service for such employee or contractor for the provision of servicesCompetitor.
Appears in 4 contracts
Samples: Employment Agreement (West Bancorporation Inc), Employment Agreement (West Bancorporation Inc), Employment Agreement (West Bancorporation Inc)
Non-Competition and Non-Solicitation. The primary service area of the Company’s business in which Executive recognizes that will actively participate extends separately to the Company is engaged Restricted Area. Therefore, as an essential ingredient of and in a competitive business consideration of this Agreement and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during employment with the term hereof and for a period of twelve (12) months thereafterCompany, Executive shall not:, during Executive’s employment with the Company or during the Restricted Period, whether the termination of Executive’s employment occurs during the Employment Period or thereafter, directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):
(i) directly Engage or indirectlyinvest in, whether for himself own, manage, operate, finance, control, participate in the ownership, management, operation or for control of, be employed by, associated with or in any manner connected with, serve as a director, officer or consultant to, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, any person, firm, partnership, corporation or trust that owns, operates or is in the process of forming a Competitor with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that the ownership by Executive of shares of the capital stock of any institution, which shares are listed on a securities exchange and which do not represent more than one percent (1%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement;
(A) Induce or attempt to induce any officer-level employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates; (B) in any way interfere with the relationship between the Company or its Affiliates and any management-level employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or its Affiliates to cease doing business with the Company or its Affiliates or in any way interfere with the relationship between the Company or its Affiliates and their respective customers, suppliers, licensees or other business relations.
(iii) Solicit the business of any person or entity known to Executive to be a customer of the Company or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with or had made Substantial Business Efforts with respect to, such person or entity, and whether as a proprietorwith respect to products, principal, shareholder, partner, agent, employee, consultant, independent contractor, activities or services that compete in whole or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition part with the products products, activities or services being developed, marketed, sold or otherwise provided by of the Company or any other business in which its Affiliates.
(iv) Serve as the Company is engaged and for which Executive has rendered services while employed by the Companyagent, broker or representative of, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone callsotherwise assist, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than in obtaining services or products from any Competitor within the Company; or
(iii) initiate contact withRestricted Area, with respect to products, activities or services that compete in whole or in any manner solicitpart with the products, directly activities or indirectly, any supplier services of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same its Affiliates.
(v) Accept employment, provide services to, or similar inventoryact in any other such capacity for or with any Competitor, goodsif in such employment or capacity Executive would, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than because of Executive’s knowledge of the Company; or
(iv) directly ’s Confidential Information or indirectly recruittrade secrets, solicit inevitably use and/or disclose Company’s Confidential Information or otherwise induce trade secrets in Executive’s work or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any service for such employee or contractor for the provision of servicesCompetitor.
Appears in 3 contracts
Samples: Employment Agreement (West Bancorporation Inc), Transitional Employment Agreement (West Bancorporation Inc), Employment Agreement (West Bancorporation Inc)
Non-Competition and Non-Solicitation. To protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill and value of the Company, the Executive recognizes hereby agrees that during his employment by the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one year following the date on which his employment is terminated (12whether voluntarily or involuntarily, with or without Cause or Good Reason) months thereafter(the “Non-Compete Term”), the Executive shall will not:
(i) directly , individually, or indirectly, whether for himself in association or for in combination with any other person or entity, and whether directly or indirectly, as a proprietorproprietor or owner, principalor officer, shareholderdirector or shareholder of any corporation, partneror as an employee, agent, employee, consultant, independent contractor, consultant, advisor, joint venturer, partner or in otherwise, whether or not for monetary benefit, except on behalf of the Company, solicit, sell to, provide services to, or assist the solicitation of, sale to, or providing to, or encourage, induce or entice any other capacity whatsoeverperson or entity to solicit, undertake sell to or have provide services to, any interest in person or entity who is a customer of the Company or who, at any time within 18 months prior to the date of termination of the Executive’s employment, or whom the Company has, within six months prior to the date of such termination, solicited to become a customer of Company, for the purpose of (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in a) providing such customer with any product or assume any role involving service which directly or indirectly any business activity which is directly or indirectly in competition competes with the products or services being developed, marketed, sold or otherwise provided by the Company to such customer or is in substitution for or in replacement of such products or services; (b) altering, modifying or precluding the development of such customer’s business relationship with the Company; or (c) reducing the volume of business which such customer transacts with the Company. To further protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill of the Company (including the Company’s beneficial business relationships with the Company’s employees), the Executive hereby agrees that, during the Non-Compete Term, the Executive will not, individually or in association or in combination with any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, person or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitentity, directly or indirectly, any customersencourage, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence entice any employee or independent contractor of the Company to discontinue terminate or modify his such person’s or her employment entity’s employment, engagement or engagement business relationship with the Company or, without the prior written consent of the Company, hire or employ or contract with retain any such employee or independent contractor then performing services for the provision of Company to perform the same or substantially similar services.
Appears in 3 contracts
Samples: Executive Employment Agreement (Clean Power Technologies Inc.), Executive Employment Agreement (Thermoenergy Corp), Executive Employment Agreement (Thermoenergy Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during : ------------------------------------
(a) During the term hereof Term and for a period of twelve one year thereafter or during any Severance Period, if longer (12the "Restricted Period"), Executive agrees that he will not (without the written consent of the Chairman of the Board) months thereafterengage directly or indirectly in any business within the United States (financially as an investor or lender or as an employee, director, officer, partner, independent contractor, consultant or owner or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is directly competitive with the business at any time during the Restricted Period conducted by the Company or any of its subsidiaries or Affiliates as defined below. Notwithstanding the foregoing, Executive shall not:be entitled to own securities of any corporation conducting a business competitive with the business of the Company or any of its subsidiaries or Affiliates so long as the securities of such corporation are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than two percent (2%) of any class of the outstanding securities of such company.
(b) During the Restricted Period, in addition to the obligations pursuant to Subsection 5(a), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) directly or indirectly, whether for himself indirectly induce any customers of the Company or for any other person of corporations or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving businesses which directly or indirectly control or are controlled by or under common control with the Company ("Affiliates") to patronize any business activity which is directly similar to that of the Company, (ii) canvass, solicit or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by accept any similar business from any customer of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the CompanyAffiliates, or enter into any agreement to do any of the foregoing; or
(iiiii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, indirectly request or advise any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) customer of the Company in an attempt or Affiliates to induce withdraw, curtail or motivate them either to discontinue or modify their then prevailing or future relationship cancel such customer's business with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withAffiliates, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruitdisclose to any other person, solicit firm or otherwise induce corporation the names or influence addresses of any employee or independent contractor of the customers of the Company to discontinue or modify his Affiliates, or her employment or engagement (v) compete with the Company, Company or employ Affiliates in acquiring or contract merging with any other business or acquiring the assets of such other business.
(c) During the Restricted Period, in addition to the obligations pursuant to Subsections 5(a) and 5(b), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) hire or attempt to hire any employee of the Company or contractor for its Affiliates nor (ii) directly or indirectly encourage any employee of the provision Company or its Affiliates to terminate employment with the Company or its Affiliates. Notwithstanding the foregoing, it shall not be deemed a violation of servicesthis subsection if a business which employs Executive hires or attempts to hire an employee of the Affiliates and Executive has no knowledge of, control over or involvement with such solicitation.
(d) In the event that any of the provisions of this Section 5 should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by law.
Appears in 3 contracts
Samples: Employment Security Agreement (Waste Management Inc /De/), Employment Security Agreement (Waste Management Inc /De/), Employment Security Agreement (Waste Management Inc /De/)
Non-Competition and Non-Solicitation. In further consideration of the Company’s continuing the employment of Executive recognizes and the compensation to be paid to Executive hereunder (including severance, if any), Executive acknowledges that during the Company is engaged in a competitive business Employment Period he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company, and that his services shall be of special, unique and extraordinary value to the Company has a legitimate interest in protecting its trade secrets, confidential business informationCompany, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employmenttherefore, Executive hereby covenants and agrees that, that during the term hereof Employment Period and for a period of twelve two (122) months years thereafter, Executive shall will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or engage in any other capacity whatsoeverbusiness activity, undertake or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venture, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business of the Company in the Covered Area;
(ii) induce or attempt to induce any customer, supplier, licensee or other than business relation of the passive ownership Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation thereof (including, without limitation, by inducing or attempting to induce any such person or entity to reduce the amount of publicly registered securities representing an ownership interest of less than 1%business it does with the Company);
(iii) directly or indirectly, hire (or attempt to hire), engage in or assume make or offer (or attempt to make or offer), or solicit, induce or recruit (or attempt to solicit, induce or recruit) any role involving directly person who, at any time during the term of Executive’s employment and for a period of three (3) months thereafter, is or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by was an employee of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyaffiliate thereof to apply for, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectlyaccept, any customerswritten or oral arrangement, business development partners, licensors, licensees, agreement or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce understanding regarding employment or motivate them either to discontinue or modify their then prevailing or future relationship retention as a consultant with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Companyentity; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence call upon any employee or independent contractor providers of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor ’s Technology for the provision purpose of services.obtaining or using the Technology in any Competing Business. For purposes of this Section 5.1:
Appears in 3 contracts
Samples: Employment Agreement (Emagin Corp), Employment Agreement (Emagin Corp), Employment Agreement (Emagin Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 2 contracts
Samples: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Non-Competition and Non-Solicitation. Executive recognizes that 7.1 Non-Competition Chew convenants and agrees that, except on behalf of and for the Company benefit of the Corporations or its Subsidiaries, he shall not (without the prior written consent of the Corporations, such consent not to be unreasonably withheld), while in the employ of the Corporations and (a) where Chew is engaged terminated by the Corporations for cause or (b) where Chew is terminated by the Corporations other than for cause, during the relevant monthly period for which Chew received termination payments pursuant to Subsection 5.2(i) or (ii), either individually or in a competitive business and that the Company has a legitimate interest partnership or in protecting its trade secretsconjunction with any Person as employee, confidential business informationemployer, and customerprincipal, business development agent, joint venture, partner, shareholder or other equity holder, independent contractor, licenser, licensee, franchiser, franchisee, distributor, consultant, supplier, and credit and/or financial relationships. Accordinglytrustee or by or through any corporations, companies, cooperative, partnership, trust entity with juridical personality, unincorporated association or in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall notany other manner whatsoever:
(i) carry on or be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business, in all or part of the Territory, which is substantially the same as, or in competition with the Business;
(ii) interfere or attempt to interfere with the Business or persuade or attempt to persuade any Customer, employee or supplier of the Corporations or their Subsidiaries to discontinue or alter such Person's relationship with the Corporations or their Subsidiaries;
(iii) directly or indirectly, whether for himself canvas, solicit or for any other person attempt to solicit, accept or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products supply goods or services being developedto any Customer, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged except on behalf of and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any benefit of the foregoing; or
(ii) initiate contact Corporations or its Subsidiaries except with (including without limitation phone calls, press releases and respect to a business not the sending same as or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials similar to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the CompanyCorporations Business; or
(iv) directly employ, offer employment to or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with of or otherwise entice away from the Company, employment of the Corporations any individual employed by the Corporations at the date of termination of Chew's employment.
7.2 Exception Provided that nothing construed herein shall prohibit Chew from holding for investment purposes only up to 5% of the issued publicly traded or employ privately held shares of any companies engaged in a business the same as or contract with any such employee or contractor for similar to the provision of servicesBusiness presently carried on by the Corporations.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that 10.2.1 The Sellers agree and undertake not to do any of the Company is engaged things set out in a competitive business and that the Company has a legitimate interest in protecting its trade secretsClause 10.2.2, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve three years as from the Date of this Agreement (12the "Non-Compete Period"), except with the Purchaser's prior written consent (which consent shall not be unreasonably withheld or delayed), regardless of whether the Sellers are acting:
(i) months thereafterdirectly or indirectly through Affiliated Companies, Executive Related Persons, or any other persons, companies or other legal entities;
(ii) in their own capacity or as a director, manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any person, company or other legal entity; or
(iii) in any other capacity and in any other manner whatsoever.
10.2.2 During the Non-Compete Period, the Sellers shall not:
(i) directly carry on or indirectly, whether for himself participate in any business which is of the same or for any other person or entitya similar type to, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly is likely to be in competition with with, the products or services being developed, marketed, sold or otherwise provided by business of the Company or any other business in which as carried out at the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any Date of the foregoing; orthis Agreement;
(ii) initiate contact with (including without limitation phone callsinduce or attempt to induce any person who is or was at any time during the last two years before the Date of this Agreement a customer, press releases and the sending supplier or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, other business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) relation of the Company in an attempt to induce or motivate them either cease doing business with the Company, to discontinue or modify their then prevailing or future relationship materially reduce its business with the Company or to transfer any of their do business with the Company on less favourable terms, or in any way interfere with the relationship between the Company and any of its customers, suppliers or other business relations;
(iii) do business with any of the persons referred to in paragraph (ii);
(iv) induce or attempt to induce any employee of the Company to leave his employment with the Company, or in any way interfere with the relationship between the Company and any of its employees;
(v) recruit (or otherwise engage as an independent contractor or in any other capacity) any employee of the Company or any person or entity other than who was an employee of the CompanyCompany at any time during the last two years before the Date of this Agreement; or
(iiivi) initiate contact with, induce or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce any director of the Company or motivate them either any person having a consultancy or similar agreement with the Company to discontinue or modify their then prevailing or future relationship leave his/her position with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or terminate his/her employment or engagement agreement with the Company, or employ in any way interfere with the relationship between the Company and any of its directors or contract with any of the persons referred to in this paragraph.
10.2.3 The non-compete and non-solicitation undertakings set out in this Clause 10.2 are geographically limited to Belgium.
10.2.4 If the Purchaser becomes aware of any infringement of the provisions of this Clause 10.2 by any Seller, the Purchaser shall give a notice to such Seller(s) enjoining them to cease any such employee infringement within thirty days. In case of failure to comply with this injunction, the infringing Seller shall pay to the Purchaser damages ("dommages et interets / schadevergoeding") in a lump sum amount of EUR 30,000.00, to be increased with EUR 2,000.00 for each day, or contractor for part of a day, that such infringement continues after the first day of infringement, without prejudice to the Purchaser's right to claim additional damages if it can establish that it has incurred a prejudice exceeding the above amounts.
10.2.5 The Sellers acknowledge that the provisions of this Clause 10.2 are reasonable and necessary to protect the legitimate interests of the Purchaser. However, if any of the provisions of this Clause 10.2 shall ever be held to exceed the limitations in duration, geographical area or scope or other limitations imposed by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions as conform with the maximum permitted by applicable law, and any provision of servicesthis Clause 10.2 exceeding such limitations shall be automatically amended accordingly.
10.2.6 The non-compete and non-solicitation undertakings set out in this Clause 10.2 shall no longer be binding upon the Seller representing the person listed in Schedule 4.2.2(i) of which the management agreement, as referred to in Clauses 4.2.2 and 0, is terminated by the Company prior to the date of the third anniversary of this Agreement for reasons different from those listed in Clauses 8.2.2 and 8.2.4 of such management agreement.
Appears in 1 contract
Non-Competition and Non-Solicitation. In consideration of the salary paid to the Executive recognizes that by the Company is engaged in a competitive business and that Company, the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, that during the term hereof of the Employment and for a period of twelve two (122) months thereafter, Executive shall notyears following the termination of the Employment for whatever reason:
(i) directly a. The Executive will not approach clients, customers or indirectlycontacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;
b. unless expressly consented to by the Company in writing, the Executive will not 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 of any Competitor, or provide services as a director or otherwise for any Competitor, or engage, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agentlicensor or otherwise, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided Competitor;
c. unless expressly consented to by the Company or any other business in which writing, the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitwill not, directly or indirectly, any customersrecruit, business development partners, licensors, licenseessolicit, or creditors (including institutional lendershire, bonding companies and trade creditors) of the Company in an or attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence hire, any employee employee, or independent contractor of the Company to discontinue leave the employment (or modify his independent contractor relationship) thereof, wheter or her not any such employee or independent contractor is party to an employment agreement;
d. attempt in any manner to solicit or engagement 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 to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or employ if any such customer elects to move its business to a person other than the Company, provide any services (of the kind or contract 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;
e. 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 business with the Company or otherwise interfere in any way with the business of the Company; or
f. have any equity or other ownership interest in, or become a director or manager of, or be otherwise associated with, or engaged or employed by, any customer, prospect or former customer of the Company or their subsidiary or parent entities or affiliates in any job or career that relates to or concerns any activity substantially similar, in whole or in part, to the Company’s business. As used herein, “Competitor” refers to any business or activity which competes, directly or indirectly, with or carries on the business of the Company, or any business activity substantially similar to the Company’s business, as constituted, from time to time. This Clause 4 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Clause 4, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such employee or contractor for other relief as may be proper (including monetary damages if appropriate). In any event, the provision of servicesCompany shall have right to seek all remedies permissible under applicable law.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve twenty-four (1224) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any ordinary other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that (a) As an essential ingredient of and in consideration of this Agreement, prior to the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof Retirement Date and for a period of twelve twenty-four (1224) months thereafterimmediately following the Retirement Date (the “Restricted Period”), Executive shall not, directly or indirectly, do any of the following:
(i) directly Engage or indirectlyinvest in, whether for himself or for any other person or entityown, and whether as a proprietormanage, principaloperate, shareholderfinance, partner, agent, employee, consultant, independent contractorcontrol, or participate in any other capacity whatsoeverthe ownership, undertake management, operation or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%)control of, engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developedbe employed by, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact associated with, or in any manner solicitconnected with, directly serve as a director, officer or indirectlyconsultant to, lend Executive’s name or any similar name to, lend credit to, or render services or advice to, any supplier person, firm, partnership, corporation or trust that owns, operates or is in the process of goodsforming, services a bank holding company, commercial bank or materials similar entity (a “Competitor”) with an office located, or to be located at an address identified in a filing with any regulatory authority, within a seventy-five (75)-mile radius of any Employer or affiliate office or other business location as of the Company in an Retirement Date (the “Restricted Area”); provided, however, that the ownership by Executive of shares of the capital stock of any Competitor whose shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and that do not represent more than five percent (5%) of the entity’s outstanding capital stock, shall not violate any terms of this Agreement;
(ii) Either for Executive, or any Competitor: (A) induce or attempt to induce or motivate them either any employee of Employer to discontinue or modify their then prevailing or future relationship leave the employ of Employer; (B) in any way interfere with the Company relationship between Employer and any employee of Employer; or (C) induce or attempt to supply induce any current customer, supplier, licensee, or business relation of Employer to cease doing business with Employer or in any way interfere with the same relationship between Employer and its respective customers, suppliers, licensees or similar inventorybusiness relations;
(iii) Solicit or induce, goodsor attempt to solicit or induce (which prohibition shall include anyone employing Executive or so acting or attempting to act on behalf of or for the benefit of Executive) any client or investor of Employer for any service or product rendered, services performed or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Companyoffered by Employer; or
(iv) directly Serve as the agent, broker or indirectly recruitrepresentative of, solicit or otherwise induce assist, any person or influence entity in obtaining services or products from any employee Competitor within the Restricted Area, with respect to the products, activities or independent contractor of the Company to discontinue services that compete in whole or modify his or her employment or engagement in part with the Companyproducts, activities or employ or contract with services of Employer.
(b) In the event that Executive is found to have breached any such employee or contractor provision set forth in this Section 9, the Restricted Period shall be deemed tolled for the provision so long as Executive was in violation of servicesthat provision.
Appears in 1 contract
Samples: Retirement Transition Agreement (Lakeland Financial Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during : ------------------------------------
(a) During the term hereof Term and for a period of twelve one year thereafter or during any Severance Period, if longer (12the "Restricted Period"), Executive agrees that he will not (without the written consent of the Chairman of the Board) months thereafterengage directly or indirectly in any business within the United States (financially as an investor or lender or as an employee, director, officer, partner, independent contractor, consultant or owner or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is directly competitive with the business at any time during the Restricted Period conducted by the Company or any of its subsidiaries or Affiliates as defined below. Notwithstanding the foregoing, Executive shall not:be entitled to own securities of any corporation conducting a business competitive with the business of the Company or any of its subsidiaries or Affiliates so long as the securities of such corporation are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than two percent (2%) of any class of the outstanding securities of such company.
(b) During the Restricted Period, in addition to the obligations pursuant to Subsection 5(a), Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) directly or indirectly, whether for himself indirectly induce any customers of the Company or for any other person of corporations or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving businesses which directly or indirectly control or are controlled by or under common control with the Company ("Affiliates") to patronize any business activity which is directly similar to that of the Company, (ii) canvass, solicit or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by accept any similar business from any customer of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the CompanyAffiliates, or enter into any agreement to do any of the foregoing; or
(iiiii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, indirectly request or advise any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) customer of the Company in an attempt or Affiliates to induce withdraw, curtail or motivate them either to discontinue or modify their then prevailing or future relationship cancel such customer's business with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact withAffiliates, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruitdisclose to any other person, solicit firm or otherwise induce corporation the names or influence addresses of any employee or independent contractor of the customers of the Company to discontinue or modify his Affiliates, or her employment or engagement (v) compete with the Company, Company or employ Affiliates in acquiring or contract merging with any other business or acquiring the assets of such other business.
(c) During the Restricted Period, in addition to the obligations pursuant to Subsections 5(a) and 5(b), Executive agrees that neither he nor any business in which [he/she] engages directly or indirectly will (i) hire or attempt to hire any employee of the Company or contractor for its Affiliates nor (ii) directly or indirectly encourage any employee of the provision Company or its Affiliates to terminate employment with the Company or its Affiliates. Notwithstanding the foregoing, it shall not be deemed a violation of servicesthis subsection if a business which employs Executive hires or attempts to hire an employee of the Company or its Affiliates and Executive has no knowledge of, control over or involvement with such solicitation.
(d) In the event that any of the provisions of this Section 5 should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by law.
Appears in 1 contract
Samples: Employment Security Agreement (Waste Management Inc /De/)
Non-Competition and Non-Solicitation. To protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill and value of the Company, the Executive recognizes hereby agrees that during his employment by the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve one year following the date on which his employment is termination (12whether voluntarily or involuntarily, with or without Cause or Good Reason) months thereafter(the “Non-Compete Term”), the Executive shall will not:
(i) directly , individually, or indirectly, whether for himself in association or for in combination with any other person or entity, and whether directly or indirectly, as a proprietorproprietor or owner, principalor officer, shareholderdirector or shareholder of any corporation, partneror as an employee, agent, employee, consultant, independent contractor, consultant, advisor, joint venturer, partner or in otherwise, whether or not for monetary benefit, except on behalf of the Company, solicit, sell to, provide services to, or assist the solicitation of, sale to, or providing to, or encourage, induce or entice any other capacity whatsoeverperson or entity to solicit, undertake sell to or have provide services to, any interest in person or entity who is a customer of the Company or who, at any time within 18 months prior to the date of termination of the Executive’s employment, or whom the Company has, within six months prior to the date of such termination, solicited to become a customer of Company, for the purpose of (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in a) providing such customer with any product or assume any role involving service which directly or indirectly any business activity which is directly or indirectly in competition competes with the products or services being developed, marketed, sold or otherwise provided by the Company to such customer or is in substitution for or in replacement of such products or services; (b) altering, modifying or precluding the development of such customer’s business relationship with the Company; or (c) reducing the volume of business which such customer transacts with the Company. To further protect the Company’s proprietary interest in the Company’s intellectual property and proprietary information and to protect the goodwill of the Company (including the Company’s beneficial business relationships with the Company’s employees), the Executive hereby agrees that, during the Non-Compete Term, the Executive will not, individually or in association or in combination with any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, person or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitentity, directly or indirectly, any customersencourage, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence entice any employee or independent contractor of the Company to discontinue terminate or modify his such person’s or her employment entity’s employment, engagement or engagement business relationship with the Company or, without the prior written consent of the Company, hire or employ or contract with retain any such employee or independent contractor then performing services for the provision of Company to perform the same or substantially similar services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, The Executive agrees that, during :
(a) During the term hereof Term and for a period of twelve one year thereafter or during any Severance Period, if longer (12the "Restricted Period"), the Executive agrees that he will not (without the written consent of the Chairman of the Board) months thereafterengage directly or indirectly in any business within the United States (financially as an investor or lender or as an employee, director, officer, partner, independent contractor, consultant or owner or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is directly competitive with the business, at any time during the Restricted Period, conducted by the Company or any Affiliates as defined below. Notwithstanding the foregoing, the Executive shall not:be entitled to own securities of any corporation conducting a business competitive with the business of the Company or any of its subsidiaries or Affiliates so long as the securities of such corporation are listed on a national securities exchange and the securities owned directly or indirectly by the Executive do not represent more than two percent (2%) of any class of the outstanding securities of such company.
(b) During the Restricted Period, in addition to the obligations pursuant to Subsection 5(a), the Executive agrees that neither he nor any business in which he engages directly or indirectly will (i) directly or indirectly, whether for himself indirectly induce any customers of the Company or for any other person of corporations or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving businesses which directly or indirectly control or are controlled by or under common control with the Company ("Affiliates") to patronize any business activity which is directly similar to that of the Company, (ii) canvass, solicit or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by accept any similar business from any customer of the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the CompanyAffiliates, or enter into any agreement to do any of the foregoing; or
(iiiii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, indirectly request or advise any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) customer of the Company in an attempt or Affiliates to induce withdraw, curtail or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their cancel such customer's business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the 3 Company or to supply the same or similar inventoryAffiliates, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruitdisclose to any other person, solicit firm or otherwise induce corporation the names or influence addresses of any employee or independent contractor of the customers of the Company to discontinue or modify his Affiliates, or her employment or engagement (v) compete with the Company, Company or employ Affiliates in acquiring or contract merging with any other business or acquiring the assets of such other business.
(c) During the Restricted Period, in addition to the obligations pursuant to Subsections 5(a) and 5(b), the Executive agrees that neither he nor any business in which he engages directly or indirectly will, (i) hire or attempt to hire any employee of the Company or contractor for its Affiliates nor, (ii) directly or indirectly encourage any employee of the provision Company or its Affiliates to terminate employment with the Company or its Affiliates. Notwithstanding the foregoing, it shall not be deemed a violation of servicesthis subsection if a business, which employs the Executive, hires or attempts to hire an employee of the Company or its Affiliates and the Executive has no knowledge of, control over or involvement with such solicitation.
(d) In the event that any of the provisions of this Section 5 should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by law.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that During the Company is engaged in a competitive business period commencing upon the Effective Date and that ending on the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation one-year anniversary of the termination of the Executive’s access to confidential business information and continued at-will employmentemployment with the Company, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not, as an employee, employer, stockholder, officer, director, partner, colleague, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Executive’s services to the Company Affiliated Group), directly or indirectly:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorperform services for, or in any other capacity whatsoever, undertake or otherwise have any interest in (other than the passive ownership involvement with, a business unit of publicly registered securities representing an ownership interest of less than 1%)a person, engage in or assume any role involving where such business unit competes directly or indirectly with any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by member of the Company Affiliated Group by (x) owning or operating broadband or mobile communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (z) owning, operating or providing any other business content-generation services or television channels, in which each case principally in the Company is engaged and for which United Kingdom (the “Core Businesses”); provided, however, that this Agreement shall not prohibit the Executive has rendered services while employed by the Company, from owning up to 1% of any class of equity securities of one or enter into any agreement to do any of the foregoing; ormore publicly traded companies;
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements)hire any individual who is, or in within the six months prior to the Executive’s termination was, an employee of any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) member of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with Affiliated Group whose base salary at the Company or to transfer any time of their business with the Company to any person or entity other than the Companyhire exceeded £65,000 per year; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, in competition with any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor member of the Company to discontinue or modify his or her employment or engagement with Affiliated Group in the CompanyCore Businesses, any business, or employ order of business from any person that the Executive knows was a current or contract with prospective customer of any member of the Company Affiliated Group during the Executive’s employment; provided, that, notwithstanding the foregoing, the Executive shall not be deemed to be in violation of clause (i) or (iii) of the foregoing by virtue of acting as an attorney (as partner, associate, shareholder, member or employee) or as vice president, director or managing director or similar position at any accounting firm, law firm, investment banking firm or consulting firm, institutional investor or similar entity, in each case so long as the Executive takes reasonable steps to insulate himself from the businesses and activities of any such employee or contractor for entity that relate to the provision of servicesCore Businesses during any period that this Section 8(b) is in effect.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that (a) In consideration of the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secretsCompany's obligations hereunder, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, (i) during the term hereof Term and for a period of twelve one (121) months thereafter, Executive shall not:
(i) directly or indirectlyneither the Consultant nor the Principal shall, in any capacity, whether for himself its or his own account or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicitorganization, directly or indirectly, any customerswithin the United States (a) own, business development partnersoperate, licensorsmanage, licenseescontrol, or creditors participate in the ownership, operation, management or control of, (including institutional lendersb) serve as an officer, bonding companies and trade creditorsdirector, partner, employee, agent, consultant, advisor or developer or in any similar capacity to or (c) have any financial interest in, or aid or assist anyone else in the conduct of, any person or enterprise which is a Direct Competitor (as defined below) of the Company Company; and (ii) during the Term and for a period of one (1) year thereafter, neither the Consultant nor the Principal shall, in an any capacity, whether for its or his own account or for any other person or organization, directly or indirectly, (a) solicit, hire, offer to hire, entice away or in any manner persuade or attempt to induce persuade any officer, employee or motivate them either agent of the Company (including any subsidiaries or affiliates thereof) to discontinue or modify their then prevailing or future his relationship with the Company or such subsidiaries or affiliates, or (b) solicit, take away or attempt to transfer solicit any of their the customers or suppliers or any other business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier contacts of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor furtherance of activities of a Direct Competitor of the Company to discontinue or modify his or her employment or engagement that are directly competitive with the Company.
(b) For purposes hereof, a "Direct Competitor" of the Company shall mean a competitor actively engaged in designing, manufacturing, marketing and selling products which are directly competitive with products designed, manufactured, marketed and sold by the Company as part of its "Core Business." For purposes hereof, the Company's "Core Business" shall mean those products which comprise a substantial and material part of the Company's business and which substantially and materially contribute to the Company's revenues. The Company's Core Business shall not include ancillary products such as bundled products which are marketed or employ sold to enhance or contract promote the sale of products constituting part of the Company's Core Business (such as, by way of example, software bundled with any such employee the Company's modems), nor shall the Company's Core Business include software products marketed or contractor for the provision of servicessold on a stand-alone basis.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve fifteen (1215) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that During the Company is engaged in a competitive business period commencing upon the Effective Date and that ending on the Company has a legitimate interest in protecting its trade secretseighteen month anniversary of the termination of the Executive's employment with the Company, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not, as an employee, employer, stockholder, officer, director, partner, colleague, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Executive's services to the Company Affiliated Group), directly or indirectly:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractorperform services for, or in any other capacity whatsoever, undertake or otherwise have any interest in (other than the passive ownership involvement with, a business unit of publicly registered securities representing an ownership interest of less than 1%)a person, engage in or assume any role involving where such business unit competes directly or indirectly with any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by member of the Company Affiliated Group by (x) owning or operating broadband or mobile communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (z) owning, operating or providing any other business content-generation services or television channels, in which each case principally in the Company is engaged and for which United Kingdom (the "Core Businesses"); provided, however, that this Agreement shall not prohibit the Executive has rendered services while employed by the Company, from owning up to 1% of any class of equity securities of one or enter into any agreement to do any of the foregoing; ormore publicly traded companies;
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements)hire any individual who is, or in within the six months prior to the Executive's termination was, an employee of any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) member of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with Affiliated Group whose base salary at the Company or to transfer any time of their business with the Company to any person or entity other than the Companyhire exceeded £65,000 per year; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, in competition with any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor member of the Company to discontinue or modify his or her employment or engagement with Affiliated Group in the CompanyCore Businesses, any business, or employ order of business from any person that the Executive knows was a current or contract with prospective customer of any member of the Company Affiliated Group during the Executive's employment; provided, that, notwithstanding the foregoing, the Executive shall not be deemed to be in violation of clause (i) or (iii) of the foregoing by virtue of acting as an attorney (as partner, associate, shareholder, member or employee) or as vice president, director or managing director or similar position at any accounting firm, law firm, investment banking firm or consulting firm, institutional investor or similar entity, in each case so long as the Executive takes reasonable steps to insulate himself from the businesses and activities of any such employee or contractor for entity that relate to the provision of servicesCore Businesses during any period that this Section 8(b) is in effect.
Appears in 1 contract
Samples: Employment Agreement (Virgin Media Investment Holdings LTD)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve eighteen (1218) months thereafter, Executive shall not:not
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition competitive with the products Company’s Field of Interest (or services being developed, marketed, sold or otherwise provided by the Company any portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; oror
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; oror
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; oror
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services..
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services; provided that this subsection (iv) shall not prohibit Executive from hiring or engaging any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, websites, or efforts by any recruiting or employment agencies, so long as such general advertisement or solicitation is not targeted at or directed to the Company’s employees or contractors.
Appears in 1 contract
Non-Competition and Non-Solicitation. In further consideration of the Company’s continuing the employment of Executive recognizes and the compensation to be paid to Executive hereunder (including severance, if any), Executive acknowledges that during the Employment Period he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company, and that his services shall be of special, unique and extraordinary value to the Company, and therefore, Executive hereby covenants and agrees that during the Employment Period and thereafter during the applicable Restrictive Period, Executive will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation:
(i) engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venture, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business of the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and Covered Area;
(ii) induce or attempt to induce any customer, business development partner, licensee, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and credit and/or financial relationships. Accordinglyany customer, in exchange for valuable considerationsupplier, including licensee or other business relation thereof (including, without limitation Executive’s access limitation, by inducing or attempting to confidential induce any such person or entity to reduce the amount of business information and continued at-will employmentit does with the Company);
(iii) directly or indirectly, Executive agrees thathire (or attempt to hire), or make or offer (or attempt to make or offer), or solicit, induce or recruit (or attempt to solicit, induce or recruit) any person who, at any time during the term hereof of Executive’s employment and for a period of twelve three (123) months thereafter, Executive shall not:
(i) directly is or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership was an employee of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Companyaffiliate thereof to apply for, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectlyaccept, any customerswritten or oral arrangement, business development partners, licensors, licensees, agreement or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce understanding regarding employment or motivate them either to discontinue or modify their then prevailing or future relationship retention as a consultant with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Companyentity; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence call upon any employee or independent contractor providers of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor ’s Technology for the provision purpose of services.obtaining or using the Technology in any Competing Business. For purposes of this Section 5.1:
Appears in 1 contract
Samples: Employment Agreement (Emagin Corp)
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve nine (129) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly the Company’s Field of Interest (or any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company portion thereof) or any other business in which the Company is engaged and for which Executive the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
Non-Competition and Non-Solicitation. Executive recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the term Term hereof and for a period of twelve (12) months thereafter, Executive shall not:
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(ii) initiate contact with (including without limitation phone calls, press releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity other than the Company; or
(iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or
(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services.
Appears in 1 contract
