Common use of Non-Competition Covenant Clause in Contracts

Non-Competition Covenant. In return for the consideration described in Section 4, Employee agrees that he shall not for a period of one year from the termination of his employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoever, either directly or indirectly, with any Person in each case, within the Geographic Area: (i) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or of any of its affiliates (as of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis.

Non-Competition Covenant. In return for the consideration described in Section 4, Employee agrees that he shall not for a period of one year three years from the termination of his employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoever, either directly or indirectly, with any Person in each case, within the Geographic Area: (i) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or of any of its affiliates (as of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint ventureventurer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis.; or

Non-Competition Covenant. In return for the consideration described in Section 4, Employee agrees that he shall not for a period of one year from the termination of his employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoever, either directly or indirectly, with any Person in each case, within the Geographic Area: (i) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or of any of its affiliates (as of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis; or (iv) directly or indirectly employ, or knowingly permit any Person, directly or indirectly, controlled by him, to employ, any Person who was employed by Employer or its affiliates at or within the prior six months, or in any manner seek to induce any such Person to leave their employment.

Non-Competition Covenant. (a) In return consideration for the consideration described in Section 4entry into this Agreement, Employee Executive covenants and agrees that he he/she shall not for a period of one year from the termination of his employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoevernot, either directly or indirectly, with for his/her own account or as agent, servant or employee, or as a shareholder of any Person corporation, or as a member of any firm engage or attempt to engage in each casethe production, development, sale, distribution, solicitation or promotion of the sale or distribution of the Services (as herein defined) for one (1) year after the Date of Termination (hereinafter referred to as "the Restriction Period"), in any areas within the Geographic Area: a fifty (i50) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or mile radius of any of its affiliates the Company's offices (as of "the date of termination of Employee's employment) Restricted Area"). Executive further covenants and agrees that he/she will not directly or with respect to any customer, client indirectly solicit or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status customer (as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (Bhereinafter defined) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare BusinessServices during the Restriction Period. The Executive will not assist any member of his family, including his spouse, parents, brothers, sisters, children, aunts, uncles or cousins, in any business venture which engages in the production, development, sale or distribution of the Services or which calls on any Customer with respect to the Services. However, the Executive may at any time own, as an inactive investor, or acquire securities of any competitor corporation listed on a national securities exchange or the over-the-counter market, so long as his/her holdings in any one such corporation shall not constitute more than 5% of the voting stock or 5% of the outstanding capital stock of such corporation. (b) Executive further covenants and agrees that he/she shall not, either directly or indirectly for his/her own account or as an agent, servant or employee, or as a shareholder of any corporation, or member of any firm, solicit or call on any Customer with respect to the Services during the Restriction Period. (c) Executive further covenants and agrees that he/she shall not, either directly or indirectly, for his/her own account or either as an agent, servant or employee, or as a shareholder of any corporation or member of any firm, engage, hire, employ or solicit the employment of any employee of, or independent contractor working for, the Company, or any of its subsidiaries or affiliates, if any, during the Restriction Period. (d) As used in this Section 10, the term "Services" shall mean the goods, merchandise, products, data processing services, financing business, training services, contract services, direct placement business, and in either case (i) which was called on by Employer other services of the Company or its affiliatessuccessors or assigns (or any goods, in connection with products or services similar thereto), sold distributed, or rendered by the possible acquisition by Employer Company or its subsidiaries or affiliates of that Person at the time the Executive's employment ceased or project, or during any period six (ii6) with respect which Employer or its affiliates has made an acquisition analysismonths prior thereto.

Non-Competition Covenant. In return for the consideration described in Section 4, Employee agrees that he shall not for a period of one year two years from the termination of his employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoever, either directly or indirectly, with any Person in each case, within the Geographic Area: (i) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or of any of its affiliates (as of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis.; or

Non-Competition Covenant. In return for the consideration described in Section 4, Employee agrees that he shall not for a period of one year three years from the termination of his her employment with Employer if and only if Employee were terminated with Cause, (the "Non-Competition Term") in any manner whatsoever, either directly or indirectly, with any Person in each case, within the Geographic Area: (i) provide or offer to provide to any Person any services, information or other assistance relating to the business of Employer or of any of its affiliates (as of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer or of any of its affiliates in each case, within the Geographic Area; (ii) own, operate, engage in, participate in, or contribute to, alone or as a partner, joint ventureventurer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, or in any other capacity, in each case, any real estate, timeshare product, service or product, or other which is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business; (iii) (A) call on any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as such, for the purpose of acquiring, or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliates, any such competitive business; or (D) request or advise any Person which is a customer of Employer or its affiliates, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis.; or

Non-Competition Covenant. In return (a) Each Seller recognizes that the covenants of each of them contained in this Section 7.5 are an essential part of this Agreement and that, but for the consideration described in Section 4agreement of Sellers to comply with such covenants, Employee agrees Buyer would not have entered into this Agreement. Accordingly, Sellers each agree that he shall not for a period of one year three (3) years from and after the termination of his employment with Employer if and only if Employee were terminated with CauseClosing Date, subject to extension as provided in Section 7.5(f) below (the "“Non-Competition Term") in any manner whatsoeverCompete Period), either directly or indirectly, with any Person in each case, within the Geographic Areait/he will not: (i) provide directly or offer indirectly, either as principal, agent, employee, independent contractor, consultant, director, officer, employer, manager, medical director, medical officer, advisor, stockholder, partner, member, owner or in any other individual or representative capacity whatsoever, either for their own benefit or for the benefit of any other person or entity (other than Buyer) either knowingly (A) hire, attempt to provide hire, contact or solicit with respect to hiring any Person any services, information or other assistance relating to the business employee of Employer Buyer (or of any of its affiliates affiliates), (as B) induce or otherwise counsel, advise, solicit or encourage any employee of the date of termination of Employee's employment) or with respect to any customer, client or prospective customer or client, of Employer Buyer (or of any of its affiliates affiliates) to leave or resign such employment, (C) induce or attempt to induce any person that is or was at any time a customer, supplier, licensee, or business relation of Buyer or a Selling Party to cease doing business with the Buyer, (D) in each caseany way interfere with the relationship between the Buyer and any such customer, within supplier, licensee, or business relation of the Geographic AreaBuyer, or (E) solicit the business of any such customer, supplier, licensee or business relation of the Buyer as it relates to the Business; (ii) ownact or serve, operatedirectly or indirectly, engage in, participate in, or contribute to, alone or as a partnerprincipal, joint ventureagent, employee, independent contractor, consultant, director, officer, manager, medical director, member, employee, consultant, agent, independent contractor employer or stockholder of, or lender to, advisor or in any other capacityposition or capacity with or for, or acquire a direct or indirect ownership interest in each caseor otherwise conduct (whether as stockholder, partner, member, investor, joint venturer, or as owner of any other type of interest), any real estateCompeting Business (as such term is defined herein); provided, timeshare producthowever, service that this clause will not prohibit a Seller, individually, from being the owner of up to two percent (2%) of any class of outstanding securities of any company or product, or other which entity if such class of securities is the same as, similar to, or competes with Employer or its affiliate's services or products or which compete with Employer or its affiliate's business;publicly traded; or (iii) (A) call on directly or indirectly, either as principal, agent, employee, independent contractor, consultant, director, officer, employer, advisor, stockholder, partner, member or owner or in any Acquisition Candidate with the knowledge of such Acquisition Candidate's status as suchother individual or representative capacity whatsoever, either for their own benefit or for the purpose benefit of acquiringany other person or entity, call upon, solicit, divert or arranging the acquisition of, that Acquisition Candidate by any Person other than Employer or its affiliates, (B) induce any Person which is a customer of Employer or its affiliates to patronize any business directly or indirectly in competition with the business conducted by Employer or its affiliates; (C) canvass, solicit or accept from any Person which is a customer of Employer or its affiliatestake away, any such competitive business; patients, customers or clients of the Business. (Db) request or advise any Person which is a customer For the purposes of Employer or its affiliatesthis Section 7.5, or its or their successors; "Acquisition Candidate" means (I) any Person engaged in the Timeshare Business, or following terms will have the purchase or development of real estate with the purpose of engaging in the Timeshare Business or (II) any project with respect to the Timeshare Business, and in either case (i) which was called on by Employer or its affiliates, in connection with the possible acquisition by Employer or its affiliates of that Person or project, or (ii) with respect which Employer or its affiliates has made an acquisition analysis.meaning set forth below: