Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not: (i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”), (ii) divert to any competitor of the Company any customer of the Company, or (iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6. 6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement. 6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 7 contracts
Samples: Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere During the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company Term and for a period of two (2) years one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reasonreason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, whether such termination directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is at competitive with the initiative business of Employee or the Company or before of any of its subsidiaries or after expiration affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the TermEmployee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The parties agree that above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 6 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any termination of this Agreementchange in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee will continue continually re-affirms the intention to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreementthese ongoing covenants.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 7 contracts
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. 6.1 Employee In consideration of the salary paid to the Executive by the Company, the Executive agrees that he will notduring the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason:
(ia) anywhere The Executive will not approach clients, customers or contacts of the Company does businessor the Group, including but users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;
(b) the Executive will not limited to Williston Basin and assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and
(c) the Rocky Mountain Region, engageExecutive will not seek, directly or indirectly, alone by the offer of alternative employment or as a shareholder (other than as a holder of less than ten percent (10%) of inducement whatsoever, to solicit the common stock services of any publicly traded corporation), partner, officer, director, employee, or employee of or consultant to the Company or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business member of the Company, Group employed or is directly competitive with, any business activity that engaged as at or after the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time date of such termination, expended substantial resources or in the twelve (12) months preceding such termination. The provisions contained in Section 9 are considered reasonable by the “Designated Industry”),
(ii) divert Executive in order to any competitor protect the legitimate business interest of the Company and the Group. In the event that any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees such provisions should be found to be bound by void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the termination of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company Agreement for any reason. In the event the Executive breaches this Section 9, whether such termination is the Executive acknowledges that there will be no adequate remedy at the initiative of Employee or law, and the Company or before or after expiration the applicable member of the Term. The parties agree that the provisions of this Section 6 Group shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any compensation from event, the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill or any applicable member of the Company. If at any time the provisions of this Section 6 Group shall be determined have right to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinseek all remedies permissible under applicable law.
Appears in 6 contracts
Samples: Employment Agreement (Fashionista Distributor Holdings Inc.), Employment Agreement (Fashionista Distributor Holdings Inc.), Employment Agreement (Indonesia Energy Corp LTD)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) In consideration of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is salary paid to the same or substantially identical business of Executive by the Company, or is directly competitive with, any business activity the Executive agrees that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company Employment and for a period of two (2) years following the termination of Employeethe Employment for whatever reason:
(a) The Executive will not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;
(b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and
(c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the two (2) years preceding such termination. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, whether such termination is the Executive acknowledges that there will be no adequate remedy at the initiative of Employee or law, and the Company or before or after expiration the applicable member of the Term. The parties agree that the provisions of this Section 6 Group shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any compensation from event, the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill or any applicable member of the Company. If at any time the provisions of this Section 6 Group shall be determined have right to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinseek all remedies permissible under applicable law.
Appears in 4 contracts
Samples: Employment Agreement (YanGuFang International Group Co., LTD), Employment Agreement (YanGuFang International Group Co., LTD), Employment Agreement (YanGuFang International Group Co., LTD)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant contributor or independent contractor faculty member of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 4 contracts
Samples: Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (MCT Holding Corp), Employment Agreement (MCT Holding Corp)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere During the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company Term and for a period of two (2) years one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reasonreason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, whether such termination directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is at competitive with the initiative business of Employee or the Company or before of any of its subsidiaries or after expiration affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the TermEmployee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company’s directors, key advisors, officers or employees (collectively, “Associates of the Company”). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The parties agree that above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 6 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any termination of this Agreementchange in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee will continue continually re-affirms the intention to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreementthese ongoing covenants.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 3 contracts
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. 6.1 (a) Employee agrees that he will not:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant contributor or independent contractor faculty member of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 (b) Employee agrees to be bound by the provisions of this Section 6 10 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 5 and Section 4 6 above and the covenants and agreements set forth herein. The provisions of this Section 6 10 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term; provided, however, that the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or in the event that the Company terminates Employee’s employment for no reason or for any reason other than Cause during the Term. The parties agree that the provisions of this Section 6 10 shall survive any termination of Employee’s employment with the Company and this Agreement, Employee will continue to be bound by the provisions of this Section 6 10 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 (c) Employee acknowledges that the provisions of this Section 6 10 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 10 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Samples: Employment Agreement (Northern Oil & Gas, Inc.), Employment Agreement (Northern Oil & Gas, Inc.)
Non-Competition and Non-Solicitation. 6.1 For the period beginning with the Effective Date and continuing thereafter until the expiration of twelve (12) months after termination of Employee's employment with the Company, then Employee agrees covenants, warrants and represents that he will not:
: (i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, engage directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation)shareholder, partner, officer, director, employee, employee or consultant or advisor, or otherwise in any way participate in or become associated with, of any other business organization organization, including as an agent or reseller of another company that is engaged or becomes engaged engages in any business activities that is the same or substantially identical business of are directly competitive with the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior including but not limited to the time of such terminationweb conferencing, expended substantial resources (the “Designated Industry”),
eLearning or audio conferencing industries; (ii) divert to any competitor of the Company any customer of the CompanyCompany or induce a customer to cease doing business with the Company or, or
(iii) solicit or encourage any employee, consultant or independent contractor employee of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s leave their employment with the Company and for a period or seek employment by or with any competitor of two (2) years following termination the Company or hire directly or indirectly any employee of the Company. The parties hereto acknowledge that Employee’s employment 's non-competition obligations hereunder will not preclude Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company for any reasonor serving as an officer, whether such termination is at the initiative director, stockholder or employee of Employee or the Company or before or after expiration an entity whose business operations are not competitive with those of the TermCompany. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 9 until their expiration and Employee shall will not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Companythereto. If at any time the provisions of this Section 6 shall be 9 are determined to be invalid or unenforceable unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall 9 will be considered divisible and shall will become and be immediately amended to only such area, duration and duration, scope of activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 9 as so amended shall will be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Samples: Employment Agreement (Ilinc Communications Inc), Employment Agreement (Ilinc Communications Inc)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not, directly or indirectly:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten five percent (105%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of the Employee’s employment; provided, however, that the provisions of this Section 6 shall cease to apply immediately upon any “change in control” or in the event that the Company terminates Employee’s employment with for any reason other than for Cause. For the purposes of this Agreement, a “change in control” shall mean (i) the consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company for any reasonimmediately before the transaction beneficially own, whether such termination is directly or indirectly, immediately after the transaction, at least fifty percent (50%) of the initiative voting securities of Employee or the Company or before any other corporation or after expiration other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the Termvoting securities of the Company immediately prior to the transaction. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Samples: Employment Agreement (Voyager Oil & Gas, Inc.), Employment Agreement (Voyager Oil & Gas, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(ia) anywhere the Company does businessAs a material inducement for Purchaser to enter into this Agreement, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination the Closing Date (the “Restricted Period”), Seller shall not, and shall cause its Affiliates, subject to applicable law, not to, directly or indirectly, in any capacity (including as agent, consultant, advisor, independent contractor, general partner, stockholder, investor, lender or guarantor of any corporation, partnership or other entity) participate or engage in the design, development, manufacture, production, marketing, sale or servicing of any product, or the provision of any service, that directly relates to the Business or render any services to any business engaged in the design, manufacture or sale of any product, or provision of any service, that directly relates to, the Business anywhere in the world.
(b) During the Restricted Period, Seller shall not, and shall cause its Affiliates not to, without the prior written consent of the Purchaser, hire, employ, solicit to employ, solicit to terminate their employment, or solicit to provide services to Seller or any of its Affiliates, any Continuing Employee’s , other than any individuals who terminated their employment or service provider relationship with the Company Purchaser or one of its Affiliates at least six (6) months prior to any such solicitation or hiring; provided that this Section 8.03(b) shall not prohibit generalized searches by Seller or its Affiliates for employees through media advertisements or recruitment or employment firms that are not focused on or directed to any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration Continuing Employee.
(c) Each of the Term. The parties hereto agree that the duration and geographic scope of the non-compete and the non-solicitation provisions of set forth in this Section 6 shall survive 8.03 are reasonable. If any termination of covenant in this Agreement, Employee will continue Section 8.03 is held to be bound invalid, illegal or unenforceable by any court of competent jurisdiction or any other Governmental Authority, it is agreed and understood that such covenant will not be voided but rather will be construed to impose limitations upon the provisions activities of Seller that are no greater than allowable under then applicable laws. In the event of a breach of any of the covenants set forth in this Section 6 until their expiration and Employee shall not 8.03, Purchaser will be entitled to an injunction against Seller and any compensation from the Company with respect thereto except as Subsidiary of Seller restraining such breach in addition to any other remedies provided under this Agreementby law or equity.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Caesars Acquisition Co), Stock Purchase Agreement (CAESARS ENTERTAINMENT Corp)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Samples: Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.)
Non-Competition and Non-Solicitation. 6.1 (a) Employee agrees that he will not:
: (i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
, (ii) divert to any competitor of the Company any customer or business opportunity of the Company, or
or (iii) solicit any employee, consultant employee of or independent contractor of contributor to the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.. 8
6.2 (b) Employee agrees to be bound by the provisions of this Section 6 10 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 5 and Section 4 6 above and the covenants and agreements set forth herein. The provisions of this Section 6 10 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term; provided, however, that the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or in the event that the Company terminates Employee’s employment for no reason or for any reason other than Cause during the Term. The parties agree that the provisions of this Section 6 10 shall survive any termination of Employee’s employment with the Company and this Agreement, Employee will continue to be bound by the provisions of this Section 6 10 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 (c) Employee acknowledges that the provisions of this Section 6 10 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 10 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement
Non-Competition and Non-Solicitation. 6.1 Employee Xx. Xxxxxx expressly acknowledges and agrees that he will not:
(i) anywhere his employment with the Company does businessbrought him into close contact with many confidential affairs of the Company, including but not limited to Williston Basin information about strategies, costs, profits, markets, sales, key personnel, pricing policies, operational methods and other business affairs, methods and information, including plans for future developments, not readily available to the Rocky Mountain Regionpublic and that Xx. Xxxxxx became privy to confidential technical information about the Company’s products and future product plans. In recognition of the foregoing, engageand in consideration of the Separation Pay provided in this Agreement, Xx. Xxxxxx agrees that:
(i) He will not, prior to March 6, 2015, directly or indirectly, alone for his own account or for any other person, as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation)agent, partneremployee, officer, director, employeetrustee, consultant or advisorconsultant, owner, partner, shareholder, or otherwise in any way participate other capacity:
(a) Engage in a Competitive Business. For purposes of this Section 7(i)(a) and 7(iv), “Competitive Business” means the field of laser and other light-based aesthetic and medical treatment system, and includes but is not limited to the companies and/or business entities, including any of their affiliates, identified in the list attached hereto as Exhibit B;
(b) Solicit or become associated with, attempt to induce any other business organization that is engaged employee of the Company to terminate his or becomes engaged in her employment with the Company or any business that is the same or substantially identical business affiliate of the Company, or is directly competitive withhire, cause to be hired, or participate in the recruitment of any Company employee; or
(c) Encourage, or assist any other person in encouraging, any business activity that the Company is conducting at the time of Employee’s termination customer or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor supplier of the Company or of any customer affiliate of the Company, or
(iii) solicit any employee, consultant to terminate or independent contractor of the Company to change alter its relationship with the Company.
(ii) He will not, from March 6, 2015 to September 6, 2015, directly or indirectly, for his own account or for any other person, as agent, employee, officer, director, trustee, consultant, owner, partner, shareholder, or hire or offer employment toin any other capacity, or a consulting or independent contractor relationship with, engage in business with any person to whom Employee actually knows Competitive Business which for the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions purposes of this Section 6 7(ii) shall be limited to those entities, including any of their affiliates, identified in consideration for the Company’s employment of Employee, payment of the compensation list attached hereto as Exhibit B;
(iii) Xx. Xxxxxx acknowledges and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree agrees that the provisions of this Section 6 shall survive any termination Sections 7(i) - (ii) are supported by adequate consideration. Xx. Xxxxxx further acknowledges and agrees that the duration and geographic scope of this Agreement, Employee will continue to be bound by the non-competition and non-solicitation provisions of this Section 6 until their expiration and Employee shall not be entitled to Sections 7(i) - (ii) are reasonable. In the event that any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges court determines that the provisions of this Section 6 duration or the geographic scope, or both, are essential unreasonable and that Sections 7(i) - (ii) are to protect that extent unenforceable, the business Parties agree that Sections 7(i) - (ii) shall remain in full force and goodwill effect for the greatest time period and the greatest area that would not render it unenforceable; and
(iv) Notwithstanding Sections 7(i) - (ii), Xx. Xxxxxx may own a beneficial interest in any Competitive Business, provided that such investment constitutes not more than one percent (1%) of the Company. If at any time outstanding capital stock of the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinCompetitive Business.
Appears in 1 contract
Samples: Separation Agreement (Cynosure Inc)
Non-Competition and Non-Solicitation. 6.1 (a) Employee agrees that he will not:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer or business opportunity of the Company, or
(iii) solicit any employee, consultant employee of or independent contractor of contributor to the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 (b) Employee agrees to be bound by the provisions of this Section 6 10 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 5 and Section 4 6 above and the covenants and agreements set forth herein. The provisions of this Section 6 10 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term; provided, however, that the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or in the event that the Company terminates Employee’s employment for no reason or for any reason other than Cause during the Term. The parties agree that the provisions of this Section 6 10 shall survive any termination of Employee’s employment with the Company and this Agreement, Employee will continue to be bound by the provisions of this Section 6 10 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 (c) Employee acknowledges that the provisions of this Section 6 10 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 10 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 (a) Employee agrees that he will not:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant contributor or independent contractor faculty member of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 (b) Employee agrees to be bound by the provisions of this Section 6 10 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 5 and Section 4 6 above and the covenants and agreements set forth herein. The provisions of this Section 6 10 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term; provided, however, that the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or in the event that the Company terminates Employee’s employment for no reason or for any reason other than Cause during the Term. The parties agree that the provisions of this Section 6 10 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 10 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 (c) Employee acknowledges that the provisions of this Section 6 10 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 10 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not, directly or indirectly:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during up to and including the term later of Employee’s employment with (a) the Company and for a period date of two (2) years following any termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration (b) conclusion of the Term; provided, however, that the provisions of this Section 6 shall cease to apply immediately upon any “change in control” as defined in Section 3 of this Agreement or in the event that the Company terminates Employee’s employment for any reason other than a reason set forth in Section 3.5(ii)(c) above. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 4.1. The Employee agrees and undertakes that he will not:
, for so long as (i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisorthis Agreement is in effect, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor he serves as a member of the Company any customer Board of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company Directors and for a period of two (2) years following termination after the later of Employee’s employment the above lapses for whatever reason (the “Non-Competition Period”), compete or to assist others to compete, whether directly or indirectly, with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration business of the TermCompany, as currently conducted and as conducted and/or proposed to be conducted during the Non-Competition Period.
4.2. The parties Employee further agrees and undertakes that during the Non-Competition Period, he will not directly or indirectly solicit any business which is similar to the Company’s business from individuals or entities that are customers, suppliers or contractors of the Company, any of its subsidiaries or affiliates during the Non-Competition Period, without the prior written consent of the Company’s Board of Directors.
4.3. The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the Company’s Board of Directors, he will not offer to employ, in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of, and/or during the term hereof, employ, any person employed by either the Company, its subsidiaries, affiliates, or any successors or assigns thereof during the Non-Competition Period.
4.4. The Parties hereto agree that the provisions of duration and area for which the covenants set forth in this Section 6 shall survive any termination of this Agreement, Employee will continue 4 are to be bound by effective are necessary to protect the provisions legitimate interests of this Section 6 until the Company and its development efforts and accordingly are reasonable, in terms of their expiration geographical and temporal scope. In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the greatest geographical area that would not render them unenforceable. In addition, the Employee acknowledges and agrees that a breach of Sections 3, 4 or 5 hereof, shall not cause irreparable harm to the Company, its subsidiaries, and/or affiliates and that the Company shall be entitled to any compensation from specific performance of this Agreement or an injunction without proof of special damages, together with the costs and reasonable attorney’s fees and disbursements incurred by the Company with respect thereto except as provided in enforcing its rights under this Agreement.
6.3 Sections 3, 4 or 5. The Employee acknowledges that the provisions of this Section 6 compensation and benefits he receives hereunder are essential to protect the business paid, inter alia, as consideration for his undertakings contained in Sections 3, 4 and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein5.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 (a) Employee agrees that he will not:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant contributor or independent contractor faculty member of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 (b) Employee agrees to be bound by the provisions of this Section 6 9 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 4 and Section 4 5 above and the covenants and agreements set forth herein. The provisions of this Section 6 9 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 9 shall survive any termination of Employee’s employment with the Company and this Agreement, Employee will continue to be bound by the provisions of this Section 6 9 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 (c) Employee acknowledges that the provisions of this Section 6 9 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not, directly or indirectly:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two one (21) years year following termination of the Employee’s employment; provided, however, that the provisions of this Section 6 shall cease to apply immediately upon any “change in control” as defined in Section 3 of this Agreement or in the event that the Company terminates Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Termreason other than a reason set forth in Section 3.5(ii)(c) above. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee 7.1 Executive agrees that during the Term and for a period of two (2) years thereafter, he will not, directly or indirectly:
(i) anywhere compete with the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as work for a shareholder (other than as a holder of less than ten percent (10%) competitor of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business Company with oil and gas interests within 100 miles of the Company’s oil and gas interests, or is directly competitive withhold oil and gas interests, any business activity that in the Company is conducting at the time of Employee’s termination territory or has notified Employee that it proposes to conduct and for basin(s) in which the Company hasholds oil and gas interests, prior to other than the time oil and gas interests he currently holds as of such termination, expended substantial resources (the “Designated Industry”)date hereof,
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom Employee the Executive actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee 7.2 Executive agrees to be bound by the provisions of this Section 6 7 in consideration for the Company’s employment of EmployeeExecutive, payment of the compensation and benefits provided under Section Sections 2, 3 and Section 4 5 above and the covenants and agreements set forth herein. The provisions of this Section 6 7 shall apply during from the term date of Employeeany termination of Executive’s employment with the Company and for a period of two (2) years following termination thereafter; provided, however, that the provisions of Employee’s employment with the Company for this Section 7 shall cease to apply immediately upon any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the TermCorporate Transaction (as defined herein). The parties agree that the provisions of this Section 6 7 shall survive any termination of this Agreement, Employee Executive will continue to be bound by the provisions of this Section 6 until their expiration and Employee Executive shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee 7.3 Executive acknowledges that the provisions of this Section 6 7 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee the Executive agrees that this Section 6 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement (Cross Border Resources, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he (a) For a period of five (5) years from the Closing Date, the Seller will not:
(i) not anywhere in the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engageworld engage or participate in, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation)principal, partner, officer, directoragent, employee, consultant employer, consultant, investor or advisorpartner, or otherwise assist in the management of, or own any way participate in stock or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive withownership interest in, any business activity which is Competitive (as defined below); provided that the Company is conducting at the time ownership of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor not more than 5% of the Company outstanding securities of any customer of class listed on an exchange or regularly traded in the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or over-the-counter market shall not constitute a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions violation of this Section 6 in consideration for the Company’s employment 6.3(a). For purposes of Employeethis Agreement, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth hereina business shall be considered "Competitive" only if it involves a real-time or contemporaneous news website. The provisions of this Section 6 shall apply during parties agree that Seller is specifically permitted to continue to develop "DJ Hxxxxxxxx," "Ad-Fu" and "Everything" which activities the term of Employee’s employment with the Company and for Purchaser agrees are not Competitive.
(b) For a period of two (2) years following termination from the Closing Date (the "Non-Solicitation Period"), Seller will not solicit, or attempt to solicit, any officer, director, consultant or employee of Employee’s employment the Purchaser or any of its subsidiaries or affiliates engaged in the operations relating to the Website to leave his or her engagement with the Company for Purchaser or such subsidiary or affiliate nor will it call upon, solicit, divert or attempt to solicit or divert from the Purchaser or any reasonof its affiliates or subsidiaries any of their customers or suppliers, whether provided, however, that nothing in this Section 6.3(b) shall be deemed to prohibit the Seller from calling upon or soliciting a customer or supplier during the Non-Solicitation Period if such termination action relates solely to a business which is at not Competitive with the initiative Purchaser; and provided, further, however, that nothing in this Section 6.3(b) shall be deemed to prohibit the Seller from placing advertisements in newspapers or other media of Employee or the Company or before or after expiration general circulation advertising employment opportunities.
(c) It is specifically understood and agreed that any breach of the Term. The parties agree that the provisions of this Section 6 6.3 is likely to result in irreparable injury to the Purchaser and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Purchaser shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from enforce the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions specific performance of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable Agreement by the court or other body having jurisdiction over Seller and to seek both temporary and permanent injunctive relief (to the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinextent permitted by law) without the necessity of proving actual damages.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not, directly or indirectly:
(i) anywhere within the Company does business, including but not limited to Williston Basin and the Rocky Mountain RegionUnited States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten five percent (105%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom the Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during up to and including the term later of Employee’s employment with (a) the Company and for a period date of two (2) years following any termination of Employee’s employment with the Company or (b) conclusion of the Term; provided, however, that the provisions of this Section 6 shall cease to apply immediately upon any “change in control” or in the event that the Company terminates Employee’s employment for any reasonreason other than for Cause. For the purposes of this Agreement, whether such termination is a “change in control” shall mean (i) the consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company immediately before the transaction beneficially own, directly or indirectly, immediately after the transaction, at least fifty percent (50%) of the initiative voting securities of Employee or the Company or before any other corporation or after expiration other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the Termvoting securities of the Company immediately prior to the transaction. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee 7.1 Executive agrees that during the Term and for a period of two (2) years thereafter, he will not, directly or indirectly:
(i) anywhere compete with the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as work for a shareholder (other than as a holder of less than ten percent (10%) competitor of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business Company with oil and gas interests within 100 miles of the Company’s oil and gas interests, or is directly competitive withhold oil and gas interests, any business activity that in the Company is conducting at the time of Employee’s termination territory or has notified Employee that it proposes to conduct and for basin(s) in which the Company hasholds oil and gas interests, prior to other than the time oil and gas interests he currently holds as of such termination, expended substantial resources (the “Designated Industry”)date hereof,
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom Employee the Executive actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee 7.2 Executive agrees to be bound by the provisions of this Section 6 7 in consideration for the Company’s employment of EmployeeExecutive, payment of the compensation and benefits provided under Section Sections 2, 3 and Section 4 5 above and the covenants and agreements set forth herein. The provisions of this Section 6 7 shall apply during from the term date of Employeeany termination of Executive’s employment with the Company and for a period of two (2) years following termination thereafter; provided, however, that the provisions of Employee’s employment with the Company for this Section 7 shall cease to apply immediately upon any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the TermCorporate Transaction (as defined herein). The parties agree that the provisions of this Section 6 7 shall survive any termination of this Agreement, Employee Executive will continue to be bound by the provisions of this Section 6 7 until their expiration and Employee Executive shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee 7.3 Executive acknowledges that the provisions of this Section 6 7 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee the Executive agrees that this Section 6 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement (Cross Border Resources, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity The Executive acknowledges that the Company is conducting at has invested substantial time, money and resources in the time development and retention of Employee’s termination or has notified Employee its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that it proposes to conduct and for which during the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor course of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s Executive's employment with the Company the Executive will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that the Company's business is international in scope. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that the Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends, in great part, upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term, and for a period of two six (26) years following months thereafter, the Executive may not, without the prior written consent of the Board (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever), participate in any business that offers products or services directly competitive with any of those offered by the Company, or that were under active development by the Company during the Term (any such business, a "Competitor," any such products or services, "Competitive Services"), provided that nothing herein shall prohibit the Executive from (i) owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which does not exceed 3% of the outstanding shares of such corporation or (ii) after termination of Employee’s his employment (x) participating in the business of a separately managed and operated division, subsidiary or affiliate of a Competitor, provided that such division, subsidiary or affiliate does not offer Competitive Services and the Executive has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate or (y) becoming affiliated with an entity that is not a Competitor but that is subsequently acquired by or merged with a Competitor, provided that, following such acquisition or merger, he is participating in the business of a separately managed and operated division, subsidiary or affiliate of the Competitor that does not offer Competitive Services and he has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate.
(b) During the Term, other than in the course of the proper performance of his duties hereunder, and for a period of one (1) year thereafter, the Executive may not knowingly, directly or indirectly through another individual or individuals, entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of one (1) year thereafter, the Executive may not knowingly, directly or indirectly through another individual or individuals, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company (i) to cease doing business with the Company, reduce its relationship with the Company for any reason, whether such termination is at the initiative of Employee or refrain from establishing or expanding a relationship with the Company or before or after expiration (ii) for the purpose of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreementoffering Competitive Services.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 Employee 7.1 Executive agrees that during the Term and for a period of two (2) years thereafter, he will not, directly or indirectly:
(i) anywhere compete with the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as work for a shareholder (other than as a holder of less than ten percent (10%) competitor of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business Company with oil and gas interests within 100 miles of the Company’s oil and gas interests, or is directly competitive withhold oil and gas interests, any business activity that in the Company is conducting at the time of Employee’s termination territory or has notified Employee that it proposes to conduct and for basin(s) in which the Company hasholds oil and gas interests, prior to other than the time oil and gas interests he currently holds as of such termination, expended substantial resources (the “Designated Industry”)date hereof,
(ii) divert solicit any operator or holder of mineral or other land rights to any competitor of change, terminate, or alter its relationship with the Company or induce any customer of such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant consultant, or independent contractor operator of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, to any person to whom Employee the Executive actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee 7.2 Executive agrees to be bound by the provisions of this Section 6 7 in consideration for the Company’s employment of EmployeeExecutive, payment of the compensation and benefits provided under Section Sections 2, 3 and Section 4 5 above and the covenants and agreements set forth herein. The provisions of this Section 6 7 shall apply during from the term date of Employeeany termination of Executive’s employment with the Company and for a period of two (2) years following termination thereafter; provided, however, that the provisions of Employee’s employment with the Company for this Section 7 shall cease to apply immediately upon any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the TermCorporate Transaction (as defined herein). The parties agree that the provisions of this Section 6 7 shall survive any termination of this Agreement, Employee Executive will continue to be bound by the provisions of this Section 6 8 until their expiration and Employee Executive shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee 7.3 Executive acknowledges that the provisions of this Section 6 7 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee the Executive agrees that this Section 6 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement (Cross Border Resources, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee In consideration of the salary paid to the Executive by the Company and the Group, the Executive agrees that he will notduring the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason:
(ia) anywhere The Executive will not approach clients, customers or contacts of the Company does businessor the Group, including but users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;
(b) the Executive will not limited to Williston Basin and assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and
(c) the Rocky Mountain Region, engageExecutive will not seek, directly or indirectly, alone by the offer of alternative employment or as a shareholder (other than as a holder of less than ten percent (10%) of inducement whatsoever, to solicit the common stock services of any publicly traded corporation), partner, officer, director, employee, director or employee of or consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that to the Company is conducting employed or engaged as at or after the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time date of such termination, expended substantial resources or in the twelve (12) months preceding such termination. The provisions contained in Section 11 are considered reasonable by the “Designated Industry”),
(ii) divert Executive in order to any competitor protect the legitimate business interest of the Company and the Group. In the event that any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees such provisions should be found to be bound by void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 11 shall survive the termination of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company Agreement for any reason. In the event the Executive breaches this Section 11, whether such termination is the Executive acknowledges that there will be no adequate remedy at the initiative of Employee or law, and the Company or before or after expiration the applicable member of the Term. The parties agree that the provisions of this Section 6 Group shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any compensation from event, the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that or the provisions of this Section 6 are essential to protect the business and goodwill applicable member of the Company. If at any time the provisions of this Section 6 Group shall be determined have right to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinseek all remedies permissible under applicable law.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 4.1. The Employee agrees and undertakes that he will not:
, for so long as this Agreement is in effect and for a period of one (i1) anywhere year thereafter (the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage“Non-Competition Period”), directly compete or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of to assist others to directly compete with the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is as currently conducted and as conducted and/or proposed to be conducted during the Non-Competition Period.
4.2. The Employee further agrees and undertakes that during the Non-Competition Period, he will not directly competitive with, solicit any business activity that the Company which is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior similar to the time of such terminationCompany’s business from individuals or entities that are customers, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer suppliers or contractors of the Company, orany of its subsidiaries, affiliates or parent company during the Non-Competition Period, without the prior written consent of the CEO.
(iii) 4.3. The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, he will not employ, offer to employ, or in any way directly or indirectly solicit or seek to obtain or achieve the employment by any employeebusiness or entity of any person employed by either the Company, consultant its subsidiaries, affiliates, parent company or independent contractor any successors or assigns thereof during the Non-Competition Period.
4.4. The Parties hereto agree that the duration and area for which the covenants set forth in this Section 4 are to be effective are necessary to protect the legitimate interests of the Company and its development efforts and accordingly are reasonable, in terms of their geographical and temporal scope. In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to change its relationship with that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the greatest geographical area that would not render them unenforceable. A breach of Sections 3, 4 or 5 hereof, shall cause irreparable harm to the Company, or hire or offer employment toits subsidiaries, or a consulting or independent contractor relationship with, any person to whom Employee actually knows affiliates and/or parent company and that the Company has offered employment; provided, however, that this provision does not apply shall be entitled to any employeeremedy available to it under applicable law, consultant including specific performance of this Agreement or independent contractor of an injunction relief, together with the costs and reasonable attorney’s fees and disbursements incurred by the Company who responds to a general solicitation for an advertised position provided in enforcing its rights under Sections 3, 4 or 5. The Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of acknowledges that the compensation and benefits provided under Section 3 he receives hereunder are paid, inter alia, as consideration for his undertakings contained in Sections 3, 4 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement5.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement (Protalix BioTherapeutics, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not:
(ia) anywhere For a period of five (5) years after the Company does businessEffective Date, including but Client shall not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder solicit (other than as a holder through the use of less than ten percent (10%general employment advertising where such solicitation is not targeted at NDCHealth's employees) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows employees of NDCHealth without the Company has offered employmentprior written consent of NDCHealth; provided, however, that this provision does (i) if NDCHealth terminates an employee's employment with NDCHealth, with or without cause, the foregoing restrictions shall not apply from and after the date of such employee's termination, and (ii) if an employee of NDCHealth terminates his or her employment with NDCHealth, Client may solicit and hire the former employee without the consent of NDCHealth at any time after twelve (12) months following such employee's termination from NDCHealth.
(b) In consideration for the licenses granted herein, and in order to induce the Data Providers to enter into and perform this Agreement and to ensure that they obtain the benefits they reasonably expect to obtain hereunder, Client covenants and agrees that for a period commencing on the Effective Date and ending on the fifth (5th) anniversary of the Effective Date, Client shall not, directly or through its Subsidiaries (as such term is defined in the Purchase Agreement):
(i) engage in, or own an equity or profit interest in any business which engages in, the provision of those types of products and services to those markets, in each case set forth on Schedule 11(b), in the United States (collectively, "Restricted Activities"); provided, however, that it will not be deemed a breach of this clause (i) if (A) Client and its Subsidiaries collectively own beneficially or of record in the aggregate less than five percent (5%) of any class of security which is publicly traded on a national securities exchange or actively traded in a recognized over-the-counter market, (B) Client engages in any activities contemplated or permitted by this Agreement or the Retail Informatics Data and Services Agreement, or (C) Client or any of its Subsidiaries acquires (and thereafter, owns and operates) all or any part of the stock and/or assets of any company or entity (the "Acquired Business") provided that the trailing twelve-month revenues derived by the Acquired Business from Restricted Activities do not exceed twenty percent (20%) of the total revenues of the Acquired Business during such twelve-month period, provided that Client sells, transfers or otherwise disposes of, to any employeethird-party which is not an Affiliate of Client, consultant or independent contractor that portion of the Company who responds applicable Acquired Business or discontinues that portion of the Acquired Business in its entirety within eighteen (18) months after acquiring the Acquired Business; or
(ii) induce or attempt to a general solicitation for an advertised position provided Employee has not otherwise engaged persuade any customer of the Business to terminate such relationship.
(c) Client expressly acknowledges that (i) each of the covenants contained in conduct prohibited by this Section 611 are integral to and in consideration for the Data Providers' granting of the licenses hereunder and (ii) without the protection of such covenants, Data Providers would not have entered into this Agreement, (iii) the value and benefit of the licenses granted by Data Providers hereunder bears no relationship to the damages Data Providers may suffer in the event of any breach of any of the covenants of this Section 11, and (iv) such covenants contain limitations as to time, geographical area and/or scope of activity to be restrained which are reasonable and necessary to protect Data Providers' business interests. If this Section 11 shall nevertheless for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be enforceable to the fullest extent compatible with applicable laws that shall then apply. Client hereby further acknowledges that money damages will be impossible to calculate and may not adequately compensate the Data Providers in connection with an actual or threatened breach by Client of any of the provisions of this Section 11. Accordingly, Client, on its own behalf and on behalf of its Subsidiaries, hereby expressly waives all rights to raise the adequacy of Data Providers' remedies at law as a defense if either Data Provider seeks to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of this Section 11. In addition, Data Providers shall be entitled to pursue any other available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 11.
6.2 Employee agrees (d) Client hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the non-competition covenants in this Section 11 should such enforcement ever become necessary.
(e) For so long as Client has any continuing obligations pursuant to this Section 11, any successor by merger to Client or any purchaser, transferee or licensee of any assets of Client constituting substantially all of the assets of any reporting segment of Client as of the date hereof shall assume, perform and otherwise be bound by the obligations of Client set forth in this Section 11, and Client shall condition any such sale, transfer or license on the agreement by such purchaser, transferee or licensee to be bound by the provisions of obligations set forth in this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement11.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Data Supply and Services Agreement (Per Se Technologies Inc)
Non-Competition and Non-Solicitation. 6.1 Employee agrees During the three-year period commencing on the Closing Date, the Seller Parties shall not, and shall ensure that he will their Subsidiaries (i.e., for as long as they remain Subsidiaries) shall not:
: (ia) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, conduct or engage, directly to any extent, in the Restricted Business, provided that, if any Person acquires Seller or indirectly, alone or as a shareholder (other than as a holder any of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that its Subsidiaries and such Person is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting Restricted Business at the time of Employee’s termination such acquisition, the restrictions in this Section 6.13(a) will not apply to such Person or has notified Employee its then existing Affiliates with respect to such Restricted Business and any services provided by the Seller Parties or their Affiliates under the Tolling Agreement shall not breach or be deemed a breach of this Section 6.13(a); (b) acquire in whole or in part any business that it proposes to conduct conducts or engages in any Restricted Business, provided that, nothing in this Section 6.13 shall prevent Seller or any of its Affiliates from (in each case, in good faith), (i) acquiring, or owning an investment of less than 10% of the issued and for which outstanding securities or interests convertible into securities in a business that is engaged in Restricted Business, (ii) acquiring or owning an investment in a business that is engaged in Restricted Business, provided that the Company hasrevenues of such Restricted Business do not exceed 10% of the net revenues of such acquired or owned business, or (iii) conducting any business as conducted by the Seller or its Affiliates (other than the Company), other than the Restricted Business, on or prior to the time of such terminationClosing Date; or (c) solicit, expended substantial resources (the “Designated Industry”),
(ii) divert to hire or otherwise engage any competitor Business Employees or other employees of the Company any customer of (collectively, the Company, or
(iii“Restricted Employees”); provided that the restrictions in this Section 6.13(c) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does shall not apply to the hiring or engagement of any employee, consultant or independent contractor of the Company who Restricted Employee if such Restricted Employee (x) responds to a bona fide general solicitation for an advertised position provided Employee recruitment advertisement that was not specifically targeting any Restricted Employee, or (y) is under notice of termination of its employment as of the date of this Agreement, or (z) has not otherwise engaged in conduct prohibited been given notice of termination by this Section 6.
6.2 Employee agrees to be bound by his or her employer. If any court determines that any of the provisions of this Section 6 6.13 is excessive in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope or is unreasonable or unenforceable under applicable Law, it is the intention of activity, this Section 6 shall the Parties that such restriction may be considered divisible and shall become and be immediately modified or amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over to render it enforceable to the matter; and Employee agrees maximum extent permitted by the Laws of that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included hereinjurisdiction.
Appears in 1 contract
Non-Competition and Non-Solicitation. 6.1 4.1. The Employee agrees and undertakes that he will not:
, for so long as this Agreement is in effect and for a period of one (i1) anywhere year thereafter (the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage"Non-Competition Period"), directly compete or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of to assist others to directly compete with the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is -------------------------------------------------------------------------------- Protalix EMPLOYMENT AGREEMENT Version: -------------------------------------------------------------------------------- Ltd. Page: 6 of: 11 -------------------------------------------------------------------------------- as currently conducted and as conducted and/or proposed to be conducted during the Non-Competition Period.
4.2. The Employee further agrees and undertakes that during the Non-Competition Period, he will not directly competitive with, solicit any business activity that the Company which is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior similar to the time of such terminationCompany's business from individuals or entities that are customers, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer suppliers or contractors of the Company, orany of its subsidiaries, affiliates or parent company during the Non-Competition Period, without the prior written consent of the CEO.
(iii) 4.3. The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, he will not employ, offer to employ, or in any way directly or indirectly solicit or seek to obtain or achieve the employment by any employeebusiness or entity of any person employed by either the Company, consultant its subsidiaries, affiliates, parent company or independent contractor any successors or assigns thereof during the Non-Competition Period.
4.4. The Parties hereto agree that the duration and area for which the covenants set forth in this Section 4 are to be effective are necessary to protect the legitimate interests of the Company and its development efforts and accordingly are reasonable, in terms of their geographical and temporal scope. In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to change its relationship with that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the greatest geographical area that would not render them unenforceable. In addition, the Employee acknowledges and agrees that a breach of Sections 3, 4 or 5 hereof, shall cause irreparable harm to the Company, or hire or offer employment toits subsidiaries, or a consulting or independent contractor relationship with, any person to whom Employee actually knows affiliates and/or parent company and that the Company has offered employment; providedshall be entitled to specific performance of this Agreement or an injunction without proof of special damages, however, that this provision does not apply to any employee, consultant or independent contractor of together with the costs and reasonable attorney's fees and disbursements incurred by the Company who responds to a general solicitation for an advertised position provided in enforcing its rights under Sections 3, 4 or 5. The Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of acknowledges that the compensation and benefits provided under Section 3 he receives hereunder are paid, inter alia, as consideration for his undertakings contained in Sections 3, 4 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement5.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 1 contract
Samples: Employment Agreement (Protalix BioTherapeutics, Inc.)
Non-Competition and Non-Solicitation. 6.1 Employee Subject to applicable law, the [●] agrees that he will notduring the term of the Service and for a period of [two (2) years] following the termination of the Service for whatever reason:
(i) anywhere The [●] will not solicit, canvass or approach clients, customers or contacts of the Company does businessor other persons or entities introduced to the [●] in the [●]’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;
(ii) The [●] will not solicit, including but canvass or approach, or endeavor to solicit, canvass or approach any person who has business communication with the Company or its affiliates to terminate such communication, or who has negotiation with the Company or its affiliates on business cooperation to terminate such negotiation;
(iii) The [●] will not limited solicit, canvass or persuade or endeavor to Williston Basin and solicit, canvass or persuade in any way, or intend to or actually disturb the Rocky Mountain Region, engageCompany’s business in any way or endeavor to do the foresaid activities in order that (1) any current client or supplier of the Company or its affiliates becomes a client or supplier of an entity or individual competing with the Company or any of its affiliates; or (2) any current client or supplier of the Company or its affiliates terminates the cooperation with the Company or its affiliates; and
(iv) The [●] will not seek, directly or indirectly, alone by the offer of alternative employment or as a shareholder (other than as a holder inducement whatsoever, to solicit the services of less than ten percent (10%) any employee of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant Company employed as at or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is after the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time date of such termination, expended substantial resources (or in the “Designated Industry”),
(iiyear preceding such termination; The provisions contained in Section 8(a) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound are considered reasonable by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation [●] and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two (2) years following termination of Employee’s employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at In the event that any time the such provisions of this Section 6 shall should be determined found to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and binding as though any invalid or unenforceable provision had not been included hereineffective.
Appears in 1 contract
