Common use of Non-Competition & Other Covenants Clause in Contracts

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a), the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) shall not preclude the Executive from (i) forming or operating his own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his own account (individually or within a partnership construct), (iv) creating a technology company which does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his personal trading, which technology will not be sold, resold or licensed; provided that in all cases Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 710. The Executive further acknowledges that the covenants set forth in this Section 7 10 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d9(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a), the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a9(a) shall not preclude the Executive from (i) forming or operating his own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his own account (individually or within a partnership construct), (iv) creating a technology company which does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his personal trading, which technology will not be sold, resold or licensed; provided that in all cases Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon for one (1) year after termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. For the avoidance of doubt, the foregoing restrictions shall not apply in the event that the term of the Executive’s employment is not renewed pursuant to Section 2 of this Agreement. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a)7, the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iiiii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) 7 shall not preclude the Executive from (i) forming or operating his Executive’s own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his Executive’s own account (individually or within a partnership construct), (iv) creating a technology company which that does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his Executive’s personal trading, which technology will not be sold, resold or licensed; provided that in all cases the Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a)7, the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) 7 shall not preclude the Executive from (i) forming or operating his own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his own account (individually or within a partnership construct), (iv) creating a technology company which does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his personal trading, which technology will not be sold, resold or licensed; provided that in all cases Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon for one (1) year after termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter 2 (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a)7, the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) shall not preclude the Executive from (i) forming or operating his own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his own account (individually or within a partnership construct), (iv) creating a technology company which does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his personal trading, which technology will not be sold, resold or licensed; provided that in all cases Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon for one (1) year after termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter 2 (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a)7, the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation mean operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) shall not preclude the Executive from (i) forming or operating his own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his own account (individually or within a partnership construct), (iv) creating a technology company which does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his personal trading, which technology will not be sold, resold or licensed; provided that in all cases Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).

Non-Competition & Other Covenants. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Liquid Company Group’s business and operations and that the Employer would be irreparably injured and the goodwill of the Employer would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 7. The Executive further acknowledges that the covenants set forth in this Section 7 are reasonable in scope and duration and do not unreasonably restrict the Executive’s association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and upon for one (1) year after termination of the Executive’s employment or non-renewal of this Agreement pursuant to Section 2, for one (1) year thereafter 2 (the “Noncompete Period”), the Executive must not in North America, or in any foreign country in which the Liquid Company Group is, as of the date of termination, conducting business or has taken significant steps to commence conducting business, directly or indirectly, whether as an individual on the Executive’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the Business, as described in Section 7(d); (ii) employ, or solicit for employment, other than by means of general advertising to the public, any present, former or future employee of any Liquid Company that is employed by a Liquid Company during the Term of Employment; or (iii) affirmatively induce, other than by means of general advertising to the public, any person who is a present or future employee, officer, agent, affiliate or customer of any Liquid Company during the Term of Employment to terminate his, her or its relationship with such Liquid Company. (c) Notwithstanding anything herein to the contrary, the Executive will be permitted to own shares of any class of capital stock or other equity interests of any publicly held entity so long as the aggregate holdings of the Executive represent less than five percent (5%) of the outstanding shares of such class of capital stock or equity. (d) For purposes of Section 9(a)7, the “Business” shall mean: (i) Operation of a so-called “Mini Prime Brokerage” that services hedge funds with less than $50 million of assets under management with a variety of services including capital introduction, execution services, office space, and technology; (ii) Operation of FINRA-registered broker dealer or NFA-registered Futures Commission Merchant; or (iii) Operation of a commercial “front end” trading technology company and/or “risk management” technology company engaged in selling/licensing “front end” trading systems and/or “risk management” systems to traders or firms and receiving remuneration for the license. A “front end” is a program that enables a trader to enter orders to a single or multiple exchanges on a manual basis. A “risk management” system is used to evaluate and quantify risk of traders’ and/or firms’ trading exposure. (e) Notwithstanding the foregoing, Section 7(a) 7 shall not preclude the Executive from (i) forming or operating his Executive’s own hedge fund, (ii) working at or managing a hedge fund (except for any such fund that has a controlling interest, directly or indirectly, in any entity engaged in the Business), (iii) trading for his Executive’s own account (individually or within a partnership construct), (iv) creating a technology company which that does not operate in the financial services space, is not engaged in the Business and does not otherwise compete with any member of the Liquid Company Group, and/or (v) creating technology that will support his Executive’s personal trading, which technology will not be sold, resold or licensed; provided that in all cases the Executive shall continue to be bound by the terms and conditions set forth in the Proprietary Rights Agreement (as defined below).