Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the Members, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby acknowledges that he is the beneficiary of the Purchase Price payments to Seller and that hereby covenants and agrees as follows: (i) Xx. Xxxxx shall not for a period beginning on the date hereof and ending the later of (A) two (2) years from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States. (ii) Xx. Xxxxxx shall not for a period beginning on the date hereof and ending the later of (A) eighteen (18) months from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States. (iii) Each of Xx. Xxx and Xx. Xxxxxx shall not for a period beginning on the date hereof and ending on the later of (I) two (2) years from the Closing Date or (II) six months after the date, if any, upon which (aa) his Consulting Agreement with the Buyer is terminated by the Buyer other than pursuant to Section 7.2 of such Consulting Agreement or (bb) such Consulting Agreement is terminated by him pursuant to Section 7.3 of such Consulting Agreement or (zz) such Consulting Agreement expires (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller, (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in the business of providing companies with enterprise telecommunications expense management services for such third parties’ own use (“ETEM Services”) or (y) intends to offer, solicit, provide or engage in providing ETEM Services; or (ii) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (x) offers, solicits, provides, or engages in providing ETEM Services or (y) intends to offer, solicit, provide or engage in providing ETEM Services. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from directly or indirectly engaging in the business of selling telecommunications expense management services to companies who purchase telephony services at ‘wholesale’ for packaging and resale to others (as a component of services sold by such companies) (“Wholesale Clients”) or from assisting anyone else to do so. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each or Xx. Xxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States. (iv) During the period beginning on the date hereof and ending two (2) years from the Closing Date, promptly after learning of any opportunity to provide, or to discuss or negotiate for the opportunity to provide, ETEM Services to any person other than a Wholesale Client, Xx. Xxx and Xx. Xxxxxx (or either of them, as the case may be), shall notify Buyer of such opportunity and cooperate with Buyer in attempting to procure the business of providing such services. If Buyer is successful in obtaining such business, Buyer shall retain Xx. Xxx and/or Xx. Xxxxxx, as appropriate in the judgment of Buyer, to provide such services, provided that they provide such services on competitive terms, including price, and that they are able to deliver such services as and when required by the Customer. (v) Nothing contained in this Section 6.05(a) shall prevent or limit Buyer from attempting to procure, procuring or performing contracts for the provision of ETEM Services or from performing such contracts using its own personnel or third parties of its selection. (vi) Without the prior written consent of Buyer, during the three-year period commencing on the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise (x) request, induce, or attempt to induce any Customer to terminate its relationship with Buyer; (y) solicit, contact, perform or offer to perform any Conflicting Services for any Customer; or (z) interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between Buyer and any Customer; (vii) Without the prior written consent of Buyer, for a period beginning on the date hereof and ending one (1) year from and after the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise offer employment to or solicit (directly or indirectly, individually or in connection with any new employer or other business partner) any individual who is an employee of Buyer or who had left the employ of the Buyer or Seller within the preceding one (1) year, regardless of who initiates the contact or how the Person comes to the Member’s attention. (viii) None of the Members will, at any time, divulge, communicate, use to the detriment of Buyer or for the benefit of any other Person or Persons, or misuse in any way, any confidential information pertaining to Seller or Buyer. Any confidential information or data now known or hereafter acquired by the Member with respect to Seller or the Buyer shall be deemed a valuable, special and unique asset of Buyer that is received by such Member in confidence and as a fiduciary, and such Member shall remain a fiduciary to Buyer with respect to all of such information. (ix) Nothing contained in this Agreement shall prohibit Seller or any Member having any ownership interest in or for Xx. Xxxxxx and Xx. Xxx to have a relationship with Seller or Invoice IQ, LLC, or to any business, operations, software technology or other items developed by Seller or Invoice IQ, LLC (or its co-founder, Xxxx Pitches), at any time, whether before or after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Veramark Technologies Inc)
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the Members, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby acknowledges that he is the beneficiary of the Purchase Price payments to Seller and that hereby covenants and agrees as follows:
(i) Xx. Xxxxx shall not for a period beginning on the date hereof and ending the later of (A) two (2) years from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s 's products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(ii) Xx. Xxxxxx shall not for a period beginning on the date hereof and ending the later of (A) eighteen (18) months from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s 's products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iii) Each of Xx. Xxx and Xx. Xxxxxx shall not for a period beginning on the date hereof and ending on the later of (I) two (2) years from the Closing Date or (II) six months after the date, if any, upon which (aa) his Consulting Agreement with the Buyer is terminated by the Buyer other than pursuant to Section 7.2 of such Consulting Agreement or (bb) such Consulting Agreement is terminated by him pursuant to Section 7.3 of such Consulting Agreement or (zz) such Consulting Agreement expires (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller, (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in the business of providing companies with enterprise telecommunications expense management services for such third parties’ own use (“ETEM Services”) or (y) intends to offer, solicit, provide or engage in providing ETEM Services; or (ii) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (x) offers, solicits, provides, or engages in providing ETEM Services or (y) intends to offer, solicit, provide or engage in providing ETEM Services. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from directly or indirectly engaging in the business of selling telecommunications expense management services to companies who purchase telephony services at ‘wholesale’ for packaging and resale to others (as a component of services sold by such companies) (“Wholesale Clients”) or from assisting anyone else to do so. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each or Xx. Xxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iv) During the period beginning on the date hereof and ending two (2) years from the Closing Date, promptly after learning of any opportunity to provide, or to discuss or negotiate for the opportunity to provide, ETEM Services to any person other than a Wholesale Client, Xx. Xxx and Xx. Xxxxxx (or either of them, as the case may be), shall notify Buyer of such opportunity and cooperate with Buyer in attempting to procure the business of providing such services. If Buyer is successful in obtaining such business, Buyer shall retain Xx. Xxx and/or Xx. Xxxxxx, as appropriate in the judgment of Buyer, to provide such services, provided that they provide such services on competitive terms, including price, and that they are able to deliver such services as and when required by the Customer.
(v) Nothing contained in this Section 6.05(a) shall prevent or limit Buyer from attempting to procure, procuring or performing contracts for the provision of ETEM Services or from performing such contracts using its own personnel or third parties of its selection.
(vi) Without the prior written consent of Buyer, during the three-year period commencing on the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise (x) request, induce, or attempt to induce any Customer to terminate its relationship with Buyer; (y) solicit, contact, perform or offer to perform any Conflicting Services for any Customer; or (z) interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between Buyer and any Customer;
(vii) Without the prior written consent of Buyer, for a period beginning on the date hereof and ending one (1) year from and after the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise offer employment to or solicit (directly or indirectly, individually or in connection with any new employer or other business partner) any individual who is an employee of Buyer or who had left the employ of the Buyer or Seller within the preceding one (1) year, regardless of who initiates the contact or how the Person comes to the Member’s attention.
(viii) None of the Members will, at any time, divulge, communicate, use to the detriment of Buyer or for the benefit of any other Person or Persons, or misuse in any way, any confidential information pertaining to Seller or Buyer. Any confidential information or data now known or hereafter acquired by the Member with respect to Seller or the Buyer shall be deemed a valuable, special and unique asset of Buyer that is received by such Member in confidence and as a fiduciary, and such Member shall remain a fiduciary to Buyer with respect to all of such information.
(ix) Nothing contained in this Agreement shall prohibit Seller or any Member having any ownership interest in or for Xx. Xxxxxx and Xx. Xxx to have a relationship with Seller or Invoice IQ, LLC, or to any business, operations, software technology or other items developed by Seller or Invoice IQ, LLC (or its co-founder, Xxxx Pitches), at any time, whether before or after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Veramark Technologies Inc)
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the Members, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby acknowledges that he is the beneficiary of the Purchase Price payments to Seller and that hereby covenants and agrees as follows:
(i) XxMx. Xxxxx shall not for a period beginning on the date hereof and ending the later of (A) two (2) years from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either XxMx. Xxxxx or XxMx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of XxMx. Xxxxx and XxMx. Xxxxxx agrees that the market for the Buyer’s 's products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(ii) XxMx. Xxxxxx shall not for a period beginning on the date hereof and ending the later of (A) eighteen (18) months from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either XxMx. Xxxxx or XxMx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of XxMx. Xxxxx and XxMx. Xxxxxx agrees that the market for the Buyer’s 's products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iii) Each of XxMx. Xxx and XxMx. Xxxxxx shall not for a period beginning on the date hereof and ending on the later of (I) two (2) years from the Closing Date or (II) six months after the date, if any, upon which (aa) his Consulting Agreement with the Buyer is terminated by the Buyer other than pursuant to Section 7.2 of such Consulting Agreement or (bb) such Consulting Agreement is terminated by him pursuant to Section 7.3 of such Consulting Agreement or (zz) such Consulting Agreement expires (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller, (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in the business of providing companies with enterprise telecommunications expense management services for such third parties’ own use (“ETEM Services”) or (y) intends to offer, solicit, provide or engage in providing ETEM Services; or (ii) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (x) offers, solicits, provides, or engages in providing ETEM Services or (y) intends to offer, solicit, provide or engage in providing ETEM Services. Nothing contained herein shall be deemed to prevent XxMx. Xxx or XxMx. Xxxxxx from directly or indirectly engaging in the business of selling telecommunications expense management services to companies who purchase telephony services at ‘wholesale’ for packaging and resale to others (as a component of services sold by such companies) (“Wholesale Clients”) or from assisting anyone else to do so. Nothing contained herein shall be deemed to prevent XxMx. Xxx or XxMx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each or XxMx. Xxx and XxMx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iv) During the period beginning on the date hereof and ending two (2) years from the Closing Date, promptly after learning of any opportunity to provide, or to discuss or negotiate for the opportunity to provide, ETEM Services to any person other than a Wholesale Client, XxMx. Xxx and XxMx. Xxxxxx (or either of them, as the case may be), shall notify Buyer of such opportunity and cooperate with Buyer in attempting to procure the business of providing such services. If Buyer is successful in obtaining such business, Buyer shall retain XxMx. Xxx and/or XxMx. Xxxxxx, as appropriate in the judgment of Buyer, to provide such services, provided that they provide such services on competitive terms, including price, and that they are able to deliver such services as and when required by the Customer.
(v) Nothing contained in this Section 6.05(a) shall prevent or limit Buyer from attempting to procure, procuring or performing contracts for the provision of ETEM Services or from performing such contracts using its own personnel or third parties of its selection.
(vi) Without the prior written consent of Buyer, during the three-year period commencing on the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise (x) request, induce, or attempt to induce any Customer to terminate its relationship with Buyer; (y) solicit, contact, perform or offer to perform any Conflicting Services for any Customer; or (z) interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between Buyer and any Customer;
(vii) Without the prior written consent of Buyer, for a period beginning on the date hereof and ending one (1) year from and after the Closing Date, none of the Members will, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise offer employment to or solicit (directly or indirectly, individually or in connection with any new employer or other business partner) any individual who is an employee of Buyer or who had left the employ of the Buyer or Seller within the preceding one (1) year, regardless of who initiates the contact or how the Person comes to the Member’s attention.
(viii) None of the Members will, at any time, divulge, communicate, use to the detriment of Buyer or for the benefit of any other Person or Persons, or misuse in any way, any confidential information pertaining to Seller or Buyer. Any confidential information or data now known or hereafter acquired by the Member with respect to Seller or the Buyer shall be deemed a valuable, special and unique asset of Buyer that is received by such Member in confidence and as a fiduciary, and such Member shall remain a fiduciary to Buyer with respect to all of such information.
(ix) Nothing contained in this Agreement shall prohibit Seller or any Member having any ownership interest in or for XxMx. Xxxxxx and XxMx. Xxx to have a relationship with Seller or Invoice IQ, LLC, or to any business, operations, software technology or other items developed by Seller or Invoice IQ, LLC (or its co-founder, Xxxx Exxx Pitches), at any time, whether before or after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Veramark Technologies Inc)
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the MembersCompany, and in order to induce the Buyer Parent and VPRW to enter into this Agreement and to consummate the transactions contemplated hereby, each Member the Stockholder hereby acknowledges that he is the beneficiary of the Purchase Price payments to the Company and the Seller and that the Stockholder hereby covenants severally covenant and agrees agree as follows:
(i) Xx. Xxxxx the Seller and the Stockholder shall not for a period beginning on the date hereof and ending on the later of (Ax) two (2) years from the Closing Date third anniversary of the date hereof or (By) six (6) months after the date, if any, upon which third anniversary of the termination of the Stockholder’s employment of such Seller with the Buyer is terminated either Parent following the date hereof (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) Non-Competition Period”), directly, indirectly, or in concert with any other Person Person: (including Seller and those persons or entities in actual competition with the Seller. (yA) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa1) offers, solicits, provides, or engages in Conflicting Services or (bb2) intends to offer, solicit, provide or engage in Conflicting Services; or (zB) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa1) offers, solicits, provides, or engages in Conflicting Services or (bb2) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx the Seller or Xx. Xxxxxx the Stockholder from (i) acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities, (ii) authoring and selling books or other texts, or (iii) speaking at seminars, forums, institutes, schools or similar venues (subject, in the case of clauses (ii) and (iii), to the provisions of Section 6.04). Each of Xx. Xxxxx The Seller and Xx. Xxxxxx agrees the Stockholder agree that the market for the BuyerParent’s products and services is nationwideglobal, so that this Section 6.05 6.01 applies to his their activities within the United Statesworld-wide.
(ii) Xx. Xxxxxx shall not for a period beginning on the date hereof and ending the later of (A) eighteen (18) months from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iii) Each of Xx. Xxx and Xx. Xxxxxx shall not for a period beginning on the date hereof and ending on the later of (I) two (2) years from the Closing Date or (II) six months after the date, if any, upon which (aa) his Consulting Agreement with the Buyer is terminated by the Buyer other than pursuant to Section 7.2 of such Consulting Agreement or (bb) such Consulting Agreement is terminated by him pursuant to Section 7.3 of such Consulting Agreement or (zz) such Consulting Agreement expires (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller, (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in the business of providing companies with enterprise telecommunications expense management services for such third parties’ own use (“ETEM Services”) or (y) intends to offer, solicit, provide or engage in providing ETEM Services; or (ii) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (x) offers, solicits, provides, or engages in providing ETEM Services or (y) intends to offer, solicit, provide or engage in providing ETEM Services. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from directly or indirectly engaging in the business of selling telecommunications expense management services to companies who purchase telephony services at ‘wholesale’ for packaging and resale to others (as a component of services sold by such companies) (“Wholesale Clients”) or from assisting anyone else to do so. Nothing contained herein shall be deemed to prevent Xx. Xxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each or Xx. Xxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(iv) During the period beginning on the date hereof and ending two (2) years from the Closing Date, promptly after learning of any opportunity to provide, or to discuss or negotiate for the opportunity to provide, ETEM Services to any person other than a Wholesale Client, Xx. Xxx and Xx. Xxxxxx (or either of them, as the case may be), shall notify Buyer of such opportunity and cooperate with Buyer in attempting to procure the business of providing such services. If Buyer is successful in obtaining such business, Buyer shall retain Xx. Xxx and/or Xx. Xxxxxx, as appropriate in the judgment of Buyer, to provide such services, provided that they provide such services on competitive terms, including price, and that they are able to deliver such services as and when required by the Customer.
(v) Nothing contained in this Section 6.05(a) shall prevent or limit Buyer from attempting to procure, procuring or performing contracts for the provision of ETEM Services or from performing such contracts using its own personnel or third parties of its selection.
(vi) Without the prior written consent of Buyerthe Parent, the Seller and the Stockholder shall not, during the threeNon-year period commencing on the Closing Date, none of the Members willCompetition Period, directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise (xA) request, induce, or attempt to induce any Customer to terminate its relationship with BuyerParent or any of its Affiliates; (yB) solicit, contact, perform or offer to perform any Conflicting Services for any CustomerCustomer of the Parent or any of its Affiliates; or (zC) interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between Buyer any member of the Controlled Group and any Customer;Customer or employee of Parent or its Affiliates; provided, however, that nothing contained herein shall prohibit the Stockholder or any of his Affiliates from (1) contacting or hiring Axxx Xxxxx at any time, or (2) contacting or hiring Axxxxxx Xxxxxx, as permitted by Section 6.01(iii) hereof.
(viiiii) Without the prior written consent of Buyerthe Parent, the Seller and the Stockholder shall not for a period beginning on the date hereof and ending one (1) year from and after the Closing Date, none of the Members will, date hereof directly, indirectly, or in concert with any other Person, whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, servant, agent, representative, consultant or otherwise offer employment to or solicit (directly or indirectly, individually or in connection with any new employer or other business partner) any individual who is an employee of Buyer Controlled Group or who had left the employ of the Buyer or Seller within Controlled Group with the preceding one (1) year, regardless of who initiates the contact or how the Person comes to the MemberSeller or the Stockholder’s attention. Notwithstanding the foregoing, if the Parent terminates the employment of Axxxxxx Xxxxxx, then at any time after such termination, or at any time after the second anniversary of the date hereof, the Stockholder may hire Axxxxxx Xxxxxx to work for him. The Stockholder may at any time hire Axxx Xxxxx to work for him.
(viiiiv) None The Seller and the Stockholder acknowledge and agree that the covenants provided for in this Section 6.01(a) are reasonable and necessary in terms of time, area and line of business to protect the Parent’s trade secrets. The Seller and the Stockholder further acknowledge and agree that such covenants are reasonable and necessary in terms of time, area and line of business to protect the legitimate business interests of Parent and its Affiliates, which include its interests in protecting the Parent’s and its Affiliates’ (A) valuable confidential business information, (B) substantial relationships with customers throughout the world, and (C) customer goodwill associated with the ongoing business of the Members willParent. The Seller and the Stockholder expressly authorize the enforcement of the covenants provided for in this Section 6.01(a) by (A) Parent and its Affiliates, at (B) Parent’s permitted assigns, and (C) any timesuccessors to Parent’s or Parent’s business. The Seller, divulgethe Stockholder and Parent agree that they have attempted to restrict the Seller’s and the Stockholder’s activities to a reasonable degree appropriate to protect the interests of the Parent, communicatealthough they agree that others may disagree about this determination. Therefore, use the Seller, the Stockholder and the Parent agree that a court or other trier of fact, may modify and enforce these restrictions to the detriment minimum extent deemed necessary to be found reasonable. If a court declines to modify and enforce this Agreement as provided above, the Seller, the Stockholder and the Parent agree that this Agreement will be automatically modified to provide the Parent with the maximum protection of Buyer its business interests allowed by law and the Seller and the Stockholder agree to be bound by such Agreement as modified; but in no event shall the Parent be entitled to greater rights than it has under this Agreement.
(v) The Seller and the Stockholder shall not directly or for indirectly disparage the benefit Parent, any of its Affiliates or products, or any officer, director, employee, shareholder or member of the Parent or its Affiliates.
(b) It is recognized and hereby acknowledged by the parties hereto that a breach or violation by the Seller or the Stockholder of any or all of the covenants and agreements contained in this Section 6.01 may cause irreparable harm and damage to Parent in a monetary amount which may be virtually impossible to ascertain. As a result, the Seller and the Stockholder recognize and hereby acknowledge and agree that the Parent, in addition to and not in limitation of any other Person rights, remedies or Personsdamages available to the Parent at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or misuse in to restrain any way, any confidential information pertaining to Seller or Buyer. Any confidential information or data now known or hereafter acquired such breach by the Member with respect to Seller or the Buyer shall be deemed a valuableStockholder, special or by any or all of the Stockholder’s partners, co-venturers, employers, employees, servants, agents, representatives and unique asset any and all Persons directly or indirectly acting for, on behalf of Buyer that is received by such Member in confidence and as a fiduciaryor with the Seller or the Stockholder, and that the Parent shall not be required in connection with any such Member shall remain order or injunction to post a fiduciary to Buyer with respect to all bond of such information.
(ix) Nothing any nature whatsoever. If the Parent enforces the provisions of this Section 6.01 through a court order, the Seller and the Stockholder agree that the restrictions contained in this Agreement Section 6.01 shall prohibit remain in effect immediately following the end of the applicable three-year period (or one-year period, in the case of Article 6(a)(iii)), for an additional period equal to the number of days that begins with the date of the breach and ends with the earlier of (i) the date that the Seller or any Member having any ownership interest in or for Xx. Xxxxxx and Xx. Xxx the Stockholder consents to have a relationship with Seller or Invoice IQ, LLCan injunction, or to any business, operations, software technology or other items developed by Seller or Invoice IQ, LLC (or its co-founder, Xxxx Pitches), at any time, whether before or after ii) the Closingdate of such order.
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