Non-Competition Covenants Sample Clauses

Non-Competition Covenants. (a) Each Partner shall not, for a period ending on the later of five (5) years following the date of the IPO, or eighteen (18) months following the termination of such Partner’s employment with Accenture Ltd or any of its affiliates (the “Restricted Period”): (i) associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise and in connection with such association engage in Consulting Services, provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, such Partner’s ownership as a passive investor of less than 1% of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of Section 1(a)(i) of this Agreement; (ii) directly or indirectly (a) solicit, or assist any other individual, person, firm or other entity in soliciting, any Client or Prospective Client for the purpose of performing or providing any Consulting Services; or (b) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Consulting Services for any Client or Prospective Client; or (c) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between Accenture Ltd or any of its affiliates and a Client or Prospective Client; or (iii) directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of Accenture Ltd or any of its affiliates, including, without limitation, any former employee or other agent of Accenture Ltd or any of its affiliates or any of their predecessors (including, but not limited to, Accenture and any of its affiliates) who ceased working for Accenture Ltd or any of its affiliates or any of their predecessors within an eighteen month period before or after the date on which such Partner’s employment with Accenture Ltd or any of its affiliates terminated, in connection with or for the purpose of performing or providing Consulting Services. (b) For purposes of this Agreement, the following definitions shall apply:

Non-Competition Covenants a. The provisions of this subparagraph a. shall apply both during normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Optionee is employed by the Company or any Subsidiary. Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with the business of the Company or any Subsidiary, (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, the business of the Company or any Subsidiary. Direct competition shall include, but not be limited to, the design, development, production, promotion or sale of products, software, or services competitive with those of the Company or any Subsidiary. In addition, Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with either (A) the proposed business of the Subsidiary that employs Optionee (“Employing Subsidiary”) or (B) any proposed business of any of the Company’s other Subsidiaries (the “Non-Employing Subsidiaries”) of which Optionee has actual knowledge, or (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, either (A) the proposed business of the Employing Subsidiary or (B) any proposed business of any Non-Employing Subsidiary of which Optionee has actual knowledge. b. The provisions of this subparagraph b. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of twelve months after Optionee ceases to be employed by the Company or any Subsidiary. Optionee shall not directly or indirectly solicit to conduct any Competitive Business with, or conduct any Competitive Business with, any (i) then-current customer of the Employing Subsidiary or (ii) any person that has been a customer of the Employing Subsidiary within the six months prior to the time of Optionee’s separation from employment. The phrase “Competitive Business” means the line(s) of business(es) conducted by the Employing Subsidiary. c. The provisions of this subparagraph c. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of 12 months after Optionee’s separation from employment. Optionee shall not directly or indirectly solicit to hire, or cause to be hired, any employee of the Company or any Subsidiary as an employee or agent of, or consultant to, any business enterprise that Optionee i...

Non-Competition Covenants. During the term hereof and for a period of one (1) year from the date the Executive’s employment with the Company terminates (the “Restricted Period”), the Executive shall refrain from engaging or becoming interested, directly or indirectly, as an owner, employee, director, partner, consultant, through stock ownership, investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in the operation, management or supervision of any type of business or enterprise that during such period manufactures, develops or sells drug delivery technologies that compete with the businesses or enterprises of the Company and its operating subsidiaries (if any) (collectively, the “Company Group”), or any new business or enterprise which the Company Group during such Restricted Period plans in good faith in the near future to commence which is related to the Company Group’s then-existing businesses or enterprises, including, without limitation, the research and development of drug delivery technology for diseases in which the Company has active research and development programs, except through ownership of shares in a publicly-traded corporation or publicly-traded mutual fund or publicly-traded limited partnership in which the Executive does not materially participate and in which the Executive’s ownership interest is one percent (1%) or less. The Executive acknowledges and aggress that the entire business of the Company is based upon technology and Proprietary Information that has world-wide application. Therefore, the restrictions contained in this Section 9 cannot be limited to any particular geographic region and are applicable world-wide. In the event that the scope of any restriction contained in this Section 9 is determined by a court to be too broad to permit enforcement hereof to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, based upon the geographic markets on which the Company Group conducts its business at the time of breach of this Section.

Non-Competition Covenants. Throughout the Employment Term and continuing thereafter until the second anniversary of the date on which the Employee ceases to be employed by the Company for any reason whatsoever (the “Non-Compete Period”), the Employee will not: (1) directly or indirectly assist in, engage in, have any financial interest in, or participate in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuits, or any other business in which the DPC Entities may engage or begin preparations to engage during the Employment Term, or make preparations with any Person to do any of the foregoing; provided, however, that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national or regional securities exchange; (2) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee’s last three (3) years of employment with the Company, a customer of any of the DPC Entities, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee’s last three years of employment with the Company, for the purpose of (A) diverting any business of such Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee’s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction. The Employee acknowledges and agrees that the consideration and benefits to be provided to the Employee under this Agreement have been bargained an...

Non-Competition Covenants. Company and Employee acknowledge and agree that the following non-competition covenants are reasonable and necessary to protect the legitimate interests of Company, Parent, and Affiliates, including, without limitation, the protection of Confidential Information and Inventions. Employee further acknowledges and agrees that such covenants are an essential part of, and consideration for, Company’s promises contained in this Agreement. Employee agrees to, and covenants to comply with, each of the following separate and divisible restrictions:

Non-Competition Covenants. The parties covenant and agree as follows: a. During the Term of this Agreement and for a period of two (2) years following termination of this Agreement for any reason, Agency covenants and agrees that it will not, directly or indirectly, solicit or accept applications for the issuance or placement of contracts or policies for medical or ancillary benefits from, for or on behalf of any AgentLink agents, excluding those AgentLink agents with whom Agency had conducted transactions as of the date of this Agreement or at any time during the 12 month period immediately preceding the date of this Agreement. Agency acknowledges that such covenant is supported by good and valuable consideration and is entered into for legitimate purposes. b. During the Term of this Agreement and for a period of two (2) years following termination of this Agreement for any reason, AgentLink covenants and agrees that it will not, directly solicit any Agency agents for the issuance or placement of contracts or policies for medical or ancillary benefits, excluding those Agency agents with whom AgentLink had conducted transactions as of the date of this Agreement or at any time during the 12 month period immediately preceding the date of this Agreement. AgentLink also agrees that it will not directly solicit customers of Agency for the issuance or placement of contracts or policies for medical or ancillary benefits for a period of two (2) years following termination of this Agreement. AgentLink acknowledges that such covenant is supported by good and valuable consideration and is entered into for legitimate purposes.

Non-Competition Covenants. Each of the Shareholders agrees that he or she shall not, directly or indirectly, for a period of two (2) years beginning on the Closing Date, engage in, or be or become the owner of an equity interest in, or otherwise consult with, be employed by, or participate in the business of, any entity (other than Buyer or the Company) engaged in the insurance agency business within the following Louisiana parishes: Acadia, Iberia, Lafayette, Lincoln, Saint ▇▇▇▇▇▇, Saint ▇▇▇▇▇▇, or Vermilion. The Shareholders acknowledge that the confidentiality and non-solicitation covenants to be contained in any employment agreements they may enter into with Buyer will be in addition to, and will not supersede or be subordinate to, the non-competition covenants contained in this Section 6.5. Notwithstanding anything in this Section 6.5, (a) the servicing by ▇▇▇▇ ▇. ▇▇▇▇▇ of any insurance or bond business of any kind for those accounts or customers of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Insurance Agency, Inc. set forth in Schedule 3.9(a)-(2) (the "▇▇▇▇▇▇▇ Accounts") or (b) any indirect remuneration by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in connection with the ▇▇▇▇▇▇▇ Accounts, shall not be deemed a breach of this Section 6.5.

Non-Competition Covenants. Employee agrees that while employed hereunder he will not compete with the Company in any manner, and that after termination of his employment hereunder, he will not, directly or indirectly, individually or as a shareholder, director or officer of any corporation, a partner of any partnership, or as an employee, agent, consultant or advisor of any entity, for a period of 12 months in the event his employment is terminated by the Company pursuant to Section 7(e) above, and for a period of 24 months in the event his employment is terminated pursuant to Section 7(c) above, (a) recruit or hire any employee of the Company, or otherwise attempt to solicit or induce any employee to leave the employment of the Company; (b) solicit any client or Prospective Client (as hereinafter defined) of the Company or otherwise interfere with the business relationships between the Company, its clients, suppliers and others with whom the Company conducts its business; (c) individually or through any entity perform any services for any client or Prospective Client of the Company which are competitive in any manner with services which the Company may perform for such clients and Prospective Clients, regardless of whether or not the Company has or is now providing such services; or (d) accept employment by any client or Prospective Client of the Company. For the purposes of this Section 11, the term "Prospective Client" shall mean any person or entity with whom the Company has contacted for services to be rendered by the Company within 180 days of the earlier of the expiration of the Term or the termination of this Agreement.

Non-Competition Covenants. The Executive agrees that he will not, during the Non-Competition Period, compete directly or indirectly with the business of the Company. The phrase "compete directly or indirectly with the business of the Company" shall mean (1) engaging or having a material interest, directly or indirectly, as owner, employee, officer, director, partner, sales representative, stockholder, capital investor, lessor, renderer of consultation services or advice, either alone or in association with others, in the operation of any aspect of a business or enterprise which is competitive with the business in which the Company is engaged during the Employment Period; (2) soliciting any employee of the Company to leave the employ of the Company; (3) soliciting any of the employees of the Company to become employees of any other person or entity; or (4) soliciting any customer of the Company with respect to the business of the Company.