Non-Competition; Non-Solicitation; Non-Interference. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Partnership Group and its Affiliates and accordingly agrees as follows: (a) Prior to the Participant’s Termination for any reason (the “Employment Term”) and until the first anniversary of Participant’s Termination, Participant will not (i) directly or indirectly, in any geographic location in which the Partnership Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with the Partnership or any member of the Partnership Group (“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include, without limitation, principally engaging in the business of model based drug development consulting services or technology solutions, including with respect to discovery, pre-clinical, clinical and postmarketing drug development and regulatory submissions and review and any other business in which the Partnership is actively engaged at the time of termination (the “Business”). (b) During the Employment Term and until the first anniversary of Participant’s Termination, Participant will not directly or indirectly: (i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Partnership or any member of the Partnership Group to cease doing business with or materially reduce the amount of business conducted with the Partnership or any member of the Partnership Group, or materially interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) and the Partnership or any member of the Partnership Group; or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or (ii) (A) solicit or hire, directly or indirectly, for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of Participant’s duties), any employees of the Partnership or any member of the Partnership Group (or individuals who were employed during the one-year period prior to the termination of Participant’s employment with the Service Recipient); or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above. (c) If a final and non-appealable judicial determination is made that any of the provisions of this Section 1 constitutes an unreasonable or otherwise unenforceable restriction against Participant, the provisions of this Section 1 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. (d) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof. (e) The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Certara, Inc.)
Non-Competition; Non-Solicitation; Non-Interference. Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Partnership Company Group and its Affiliates and accordingly agrees as follows:
(a) Prior to the ParticipantExecutive’s Termination for any reason (the “Employment Term”) and until the first anniversary of ParticipantExecutive’s TerminationTermination (the “Restrictive Covenant Period”), Participant Executive will not (i) directly or indirectly, in any geographic location in which the Partnership Company Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with the Partnership or any member of the Partnership Company Group (“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include, without limitation, principally engaging in the business of model based drug development consulting services or technology solutions, including with respect to discovery, pre-clinical, clinical and postmarketing post-marketing drug development and regulatory submissions and review and any other business in which the Partnership Company is actively engaged at the time of termination (the “Business”).
(b) During the Employment Term and until the first anniversary of Participant’s TerminationRestrictive Covenant Period, Participant Executive will not directly or indirectly:
(i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Partnership Company or any member of the Partnership Company Group to cease doing business with or materially reduce the amount of business conducted with the Partnership Company or any member of the Partnership Company Group, or materially interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) and the Partnership Company or any member of the Partnership Company Group; or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or
(ii) (A) solicit or hire, directly or indirectly, for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of ParticipantExecutive’s duties), any employees of the Partnership Company or any member of the Partnership Company Group (or individuals who were employed during the one-year period prior to the termination of ParticipantExecutive’s employment with the Service Recipient); or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above.
(c) If a final and non-appealable judicial determination is made that any of the provisions of this Section 1 constitutes an unreasonable or otherwise unenforceable restriction against ParticipantExecutive, the provisions of this Section 1 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Moreover, notwithstanding the fact that any provision of this Section 1 is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Executive’s breach of such provision.
(d) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant Executive is in breach of the terms hereof.
(e) The provisions of Section 1 hereof shall survive the termination of ParticipantExecutive’s employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Certara, Inc.)
Non-Competition; Non-Solicitation; Non-Interference. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Partnership Group Parent and its Affiliates and accordingly agrees as follows:
(a) Prior to the During Participant’s Termination for any reason employment or services with Parent or its Subsidiaries and until the later of (i) January 29, 2023 (the “Employment TermPost-Closing Restricted Period”) and until (ii) the first second anniversary of Participant’s TerminationTermination Date (such actual period of restriction, whether such period ends upon or after the expiration of the Post-Closing Restricted Period, the “Restricted Period”), Participant will not (i) directly or indirectly, in any geographic location in which the Partnership Company Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investorexecutive, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with the Partnership or any member of the Partnership Group (“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include, without limitation, principally engaging in the business of model based drug development consulting services or technology solutions, including with respect to discovery, pre-clinical, clinical and postmarketing drug development and regulatory submissions and review and any other business in which the Partnership is actively engaged at the time of termination (the “Competing Business”).
(b) During the Employment Term and until the first anniversary of Participant’s TerminationRestricted Period, Participant will not directly or indirectly:
(i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Partnership Parent or any member of the Partnership Company Group to cease doing business with or with, materially reduce the amount of business conducted with the Partnership Parent or any member of the Partnership Company Group, or materially interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relationrelation by such Participant) and the Partnership Parent or any member of the Partnership Company Group; or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or
(ii) (A) solicit or hire, directly or indirectly, for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of Participant’s duties), any employees of the Partnership or any member of the Partnership Group (or individuals who were employed during the one-year period prior to the termination of Participant’s employment with the Service Recipient); or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above.
(c) If a final and non-appealable judicial determination is made that any of the provisions of this Section 1 constitutes an unreasonable or otherwise unenforceable restriction against Participant, the provisions of this Section 1 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction.
(d) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof.
(e) The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason.;
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Interference. Participant Executive acknowledges and recognizes the highly competitive nature of the businesses of the Partnership Company Group and its Affiliates and accordingly agrees as follows:
(a) Prior to the ParticipantExecutive’s Termination for any reason (the “Employment Term”) and until the first anniversary of ParticipantExecutive’s TerminationTermination (the “Restrictive Covenant Period”), Participant Executive will not (i) directly or indirectly, in any geographic location in which the Partnership Company Group engages, own, operate, manage, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor, or any other type of participant) the management or conduct of any business activities, whether through selling, distributing, manufacturing, marketing, purchasing, or otherwise, that compete directly or indirectly with the Partnership or any member of the Partnership Company Group (“Competitive Activities”), it being understood that Competitive Activities as of the date hereof include, without limitation, principally engaging in the business of model based drug development consulting services or technology solutions, including with respect to discovery, pre-clinical, clinical and postmarketing post-marketing drug development and regulatory submissions and review and any other business in which the Partnership Company is actively engaged at the time of termination (the “Business”).
(b) During the Employment Term and until the first anniversary of Participant’s TerminationRestrictive Covenant Period, Participant Executive will not directly or indirectly:
(i) (A) solicit or induce any customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) of the Partnership Company or any member of the Partnership Company Group to cease doing business with or materially reduce the amount of business conducted with the Partnership Company or any member of the Partnership Company Group, or materially interfere with the relationship between any such customer, supplier, licensee, or other business relation (or any actively sought prospective customer, supplier, licensee, or other business relation) and the Partnership Company or any member of the Partnership Company Group; or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above; or
(ii) (A) solicit or hire, directly or indirectly, for employment, or assist others in hiring, employing, inducing, or soliciting for employment (except in the performance of ParticipantExecutive’s duties), any employees of the Partnership Company or any member of the Partnership Company Group (or individuals who were employed during the one-year period prior to the termination of ParticipantExecutive’s employment with the Service Recipient); or (B) knowingly or intentionally assist any Person in any substantive or direct way to do, or attempt to do, anything prohibited by clause (A) above.
(c) If a final and non-appealable judicial determination is made that any of the provisions of this Section 1 constitutes an unreasonable or otherwise unenforceable restriction against ParticipantExecutive, the provisions of this Section 1 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Moreover, notwithstanding the fact that any provision of this Section 1 is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Executive’s breach of such provision.
(d) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant Executive is in breach of the terms hereof.
(e) The provisions of Section 1 hereof shall survive the termination of ParticipantExecutive’s employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Certara, Inc.)
