Common use of Non-Competition Covenants Clause in Contracts

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) Each Partner Without the prior written consent of the Employer, the Employee shall not, for during the term of employment with Employer, directly or indirectly, as a period ending on the later of five (5) years following the date of the IPOdirector, officer, agent, employee, consultant, or eighteen (18) months following the termination of such Partner’s employment with Accenture Ltd independent contractor, or in any of its affiliates (the “Restricted Period”): other individual or representative capacity, (i) associate invest (including, but other than investments in publicly owned companies which constitute 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 more than 1% of the outstanding publicly traded stock securities of a Competitive Enterprise shall not be deemed a violation any such company) or engage in any business or activity that is in competition with the business 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 Employer or any of its affiliates, including(ii) accept employment with, without limitationor render services to, a competitor of the Employer or any former of its affiliates, or (iii) take any action inconsistent with the fiduciary relationship of an employee to an employer. As used in this Agreement, "affiliates" shall mean persons or entities that, directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Employer; (b) Upon termination of the Employee's employment with the Employer for just cause or upon voluntary resignation, and for a period of one year thereafter, the Employee shall not, directly or indirectly, as a director, officer, agent, employee, consultant, or independent contractor, or in any other agent individual or representative capacity, (i) invest (other than investments in publicly-owned companies which constitute not more that 1% of Accenture Ltd the outstanding securities of any such company) or engage as an owner or equity participant in any business or activity that is competition with the business of Employer or any of its affiliates, (ii) accept employment with or render services to a competitor or intending to compete with the Employer or any of its affiliates, or (iii) while or for the purpose of engaging in competition with the Employer or any of its affiliates in any area whatsoever, contact, solicit, or attempt to solicit or accept business from any of their predecessors (including, but not limited to, Accenture and any the customers of its affiliates) who ceased working for Accenture Ltd the Employer or any of its affiliates or any during the term of their predecessors within an eighteen month period before or after the date on which such Partner’s Employee's employment with Accenture Ltd the Employer or the Employee's termination or cessation of employment with the Employer, or from any person or entity whose business the Employer or any of its affiliates terminated, were actively soliciting as such time without the written consent of the Employer. The Employer shall provide the Employee with the names of such customers of the Employer and its affiliates described in connection with or for the purpose of performing or providing Consulting Services. clause (biii) For purposes of this AgreementParagraph 4 upon request therefore, or upon termination of the following definitions shall apply:Employee's employment (but failure to Employment Agreement by and Between MigraTEC and Mark X. Xxxxx

Non-Competition Covenants. (a) Each Partner shall not, for For a period ending on the later of five (5) years following commencing on the date Date of the IPO, or eighteen (18) months following the termination of such Partner’s employment with Accenture Ltd or any of its affiliates Inventory (the “Restricted Period”), Premier, the Equity Holder and Seller, each on behalf of itself and its direct and indirect parents, subsidiaries, and other Affiliates, agrees that it will not, individually or collectively, directly or indirectly (through itself or one or more intermediaries): (i) associate engage in the Specialty Pharmacy Business (as defined below) anywhere within the United States (the “Specialty Restricted Territory”), which shall include without limitation (except as permitted in Section 9(d) below) (A) owning or controlling any interest in, (B) participating in, acting as a partner, lessor, member, joint venturer, investor, advisor, consultant, officer, employee, independent contractor, manager of, to or with, or (C) making any investment (whether equity, debt or otherwise) in, lending or otherwise providing any credit, money or assets to, or providing any guaranty or other financial assistance to, any person or entity that is engaged in the Specialty Pharmacy Business in the Specialty Restricted Territory, including, but not limited to, association as : (x) a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor person or otherwiseentity engaged in the Specialty Pharmacy Business in the Specialty Restricted Territory; or (y) with any Competitive Enterprise a person or any entity located outside of the affiliates, related entities, successors, Specialty Restricted Territory that is engaged in the Specialty Pharmacy Business in or assigns of any Competitive Enterprise and in connection with such association engage in Consulting Services, provided, however, that with respect to into 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 AgreementSpecialty Restricted Territory; (ii) directly hire, engage, employ 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 (the employment of, or attempt to hire, engage, employ or interfere with the employment of, either directly or damage) any relationship and/or agreement between Accenture Ltd indirectly, the Identified Employees or any other employees of its affiliates Buyer or any Affiliates of Buyer engaged in the Specialty Pharmacy Business in the Specialty Restricted Territory, or induce or attempt to induce, either directly or indirectly, any of them to leave the employ of Buyer or any Affiliate, or violate the terms of his or her contract with Buyer or any Affiliate; provided, that (A) nothing in this Section 9(a)(ii) shall prevent any person or entity from making a general solicitation which is not directed specifically to any of the employees of Buyer or any Affiliates of Buyer engaged in the Specialty Pharmacy Business in the Specialty Restricted Territory), and (B) the continued employment of a Client Breaching Identified Individual by Seller or Prospective Clienttheir Affiliates until July 31, 2019 shall not be a violation of this Section 9(a)(ii); or (iii) directly or indirectlycall upon, solicit, employ advise or retainotherwise engage or attempt to engage in the Specialty Pharmacy Business with any clients, suppliers, customers or accounts of the Specialty Pharmacy Business of Buyer or any Affiliate in the Specialty Restricted Territory, or assist intentionally take away or interfere or attempt to intentionally take away or interfere with any other individualcustom, persontrade, firm business or other entity in soliciting, employing or retaining, any employee or other agent patronage of Accenture Ltd the Specialty Pharmacy Business of Buyer 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 Affiliate in 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 ServicesSpecialty Restricted Territory. (b) For purposes of this Agreement, the following definitions shall apply:

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 SCA 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 SCA 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 SCA or any of its affiliates, including, without limitation, any former employee or other agent of Accenture Ltd SCA 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 SCA 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 SCA 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: