Non-Competition Provision Clause Samples

Non-Competition Provision. By accepting this Agreement and the grant listed herein, the Employee agrees that if the Employee’s service terminates because of Normal Retirement, the Performance Share Units that continue to be vest under this Agreement will become vested only if: (1) the date of the Employee’s termination after obtaining Normal Retirement is at least 6 months after the Date of Grant; and (2) for a period of one (1) year after the date of the Employee’s termination after obtaining Normal Retirement, he or she will not accept employment with or perform any competing services (to include, recruiting, financial modeling, vendor relationship management, and/or providing services that draw upon his knowledge of Huntington proprietary information) for any bank or bank affiliated broker dealer that has any material operations in any of Huntington’s six (6) footprint states (Ohio, Indiana, Kentucky, Michigan, Pennsylvania, and West Virginia). “

Non-Competition Provision. Notwithstanding anything herein contained to the contrary, no payment of any then unpaid installments of benefits under this Agreement shall be made and all rights under this Agreement of Employee, his spouse, executors or administrators, or other persons claiming through or on behalf of Employee to receive payments thereof, shall be forfeited, unless such forfeiture is waived by the Board, if Employee engages in or takes part in any business enterprise of any kind during employment by Employer or within a period of three (3) years after termination of such employment or at any time while Employee is receiving benefits hereunder for any reason whatsoever, within a sixty (60) mile radius of York, Pennsylvania, whether as an Employee or as an owner directly or indirectly, which manufacture, produces or sells any article then manufactured, produced or sold by Employer or by a present or future holding company of Employer or subsidiary of Employer or of such holding company, or which may be in any other way directly or indirectly competitive with the business of Employer or such holding company or subsidiary of Employer.

Non-Competition Provision. (a) Employee covenants and agrees that except when required to do so in the ordinary course of his duties, Employee will not, at any time, reveal, divulge or make known to any third party any confidential or proprietary records, data, trade secrets, pricing policies, strategy, rate structure, personnel policy, management methods, financial reports, methods or practice of obtaining or doing business, or any other confidential, or proprietary information of Holdings, Atlas or any of their subsidiaries or affiliates (collectively the "Atlas Companies" and each, an "Atlas Company") which is not in the public domain. (b) In addition, Employee covenants and agrees that, at no time before the first anniversary of Employee's termination of employment with Holdings, will Employee engage in any of the following activities directly or indirectly, for any reason, whether for Employee's own account or for the account of any other person, firm, corporation or other organization: (i) solicit, employ or otherwise interfere with any of the Atlas Companies contracts or relationships with any client, employee, officer, director or any independent contractor whether the person is employed by or associated with an Atlas Company on the date of this Agreement or at any time thereafter; or (ii) solicit, accept or otherwise interfere with any of the Atlas Companies' contracts or relationships with any independent contractor, customer, client or supplier, or any person who is a bona fide prospective independent contractor, customer, client or supplier of an Atlas Company. (c) In addition, Employee covenants and agrees that, at no time before the first anniversary of such termination of employment with Holdings, will Employee directly or indirectly, for any reason, whether for Employee's own account or for the account of any other person, firm, corporation or other organization, accept employment with, or give advice to, (i) any air cargo carrier, (ii) any air cargo division or cargo affiliate of any other airline, or (iii) any company that leases cargo aircraft as a significant part of its business on an ACMI, wet lease, charter or dry lease basis. The parties agree and intend that breach of this non-competition clause shall subject Employee to the full measure of contract and equitable damages.

Non-Competition Provision. (a) Employee covenants and agrees that Employee will not, at any time, reveal, divulge or make known to any third party any confidential or proprietary records, data, trade secrets, pricing policies, strategy, rate structure, personnel policy, management methods, financial reports, methods or practice of obtaining or doing business, or any other confidential or proprietary information of Atlas, or any of its subsidiaries or affiliates (collectively the "Atlas Companies" and each, an "Atlas Company") which is not in the public domain. (b) In addition, Employee covenants and agrees that, at no time before eighteen (18) months after Employee's termination of employment with Atlas, will Employee engage in any of the following activities directly or indirectly, for any reason, whether for Employee's own account or for the account of any other person, firm, corporation or other organization: (i) solicit, employ or otherwise interfere with any of the Atlas Companies' contracts or relation- ships with any client, employee, officer, director or any independent contractor whether the person is employed by or associated with an Atlas Company on the date of this Agreement or at any time thereafter; or (ii) solicit, accept or otherwise interfere with any of the Atlas Companies' contracts or relationships with any independent contractor, customer, client or supplier, or any person who is a bona fide prospective independent contractor, customer, client or supplier of an Atlas Company. (c) In addition, Employee covenants and agrees that, at no time before eighteen (18) months after Employee's termination of employment with Atlas, will Employee directly or indirectly, for any reason, whether for Employee's own account or for the account of any other person, firm, corporation or other organization, accept employment with, or give advice to, (i) any air cargo carrier, (ii) any air cargo division or cargo-affiliate of any other airline (iii) any company that leases cargo aircraft as a significant part of its business on an ACMI, wet lease, charter or dry lease basis. The parties agree d intend that breach of this non-competition clause shall a subject Employee to the full measure of contract and equitable damages.

Non-Competition Provision. By accepting this Agreement and the grant listed herein, the Employee agrees that if the Employee’s service terminates because of Normal Retirement, the Performance Share Units that continue to be vest under this Agreement will become vested only if: (1) the date of the Employee’s termination after obtaining Normal Retirement is at least 6 months after the Date of Grant; and (2) for a period of one (1) year after the date of the Employee’s termination after obtaining Normal Retirement, he or she will not accept employment with or perform any competing services (to include, recruiting, financial modeling, vendor relationship management, and/or providing services that draw upon his or her knowledge of Huntington proprietary information) for any bank or bank affiliated broker dealer that has any material operations in any of Huntington’s footprint states (Ohio, Indiana, Kentucky, Michigan, Pennsylvania, West Virginia, and any additional footprint states that may arise from mergers or acquisitions, corporate reorganizations, or related activities after the Date of Grant). “

Non-Competition Provision. As an inducement for Licensee to enter into this Agreement. Licensor and each of its members agree that during the term of this Agreement neither Licensor nor any of its members will, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in the grind shoe, wheel shoe, or skate shoe industry or any other business whose products or activities compete in whole or in part with the business of Licensee or the business in which the Products or Intellectual Property were used prior to the Effective Date or may be used thereafter, including anywhere within the Western Hemisphere, Europe, the Middle East, Australia, Asia, South Africa and the Far East; provided, however, that the Licensee or any of its members may purchase or otherwise acquire up to (but not more than) ten percent (10%) of any class of securities of any enterprise (but without otherwise participating, directly or indirectly, in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. Licensee and each of its members agree that this covenant is reasonable with respect to its duration, geographical area and scope. The Licensee and Licensor and each of its members agree that the damages resulting from a breach of this Section 7.16 may be impossible to measure accurately, and injuries sustained by Licensee may be incalculable and irremediable. Therefore, in addition to claiming damages in respect thereof, Licensee shall be entitled as a matter of right to seek an injunction to prevent a breach of the covenants and obligations hereof and such right shall be cumulative and in addition to any other remedies which may be available at law or at equity. Licensor and its members, with respect to their own actions, agree to indemnify and hold Licensee harmless for any damages it may suffer resulting from a breach of this Section 7.16.

Non-Competition Provision. (a) Executive acknowledges and agrees that the Company is engaged in a highly competitive business and that by virtue of Executive's position and responsibilities with the Company and Executive's access to the Confidential Information and Trade Secrets, engaging in any business which is directly competitive with the Company will cause it great and irreparable harm. (b) Accordingly, Executive covenants and agrees that so long as Executive is employed by the Company and for a period of twelve (12) months after such employment is terminated, whether voluntarily or involuntarily, Executive will not, without the express written consent of the Board, directly or indirectly, own, manage, operate or control, or be employed in any capacity similar to the position(s) held by Executive with the Company, by any company or other for-profit entity engaged in the business of content management and publishing systems, editorial, abstracting, imaging, digitization, data conversion and XML services or any other business competitive with the Company's business at the time of Executive separation from employment. In recognition that the Company's business includes the sale of its products and services throughout the world, this restriction shall apply on a worldwide basis. The foregoing shall not prohibit Executive from owning not in excess of five percent (5%) of the outstanding stock of any company, which is a reporting company under the Securities Exchange Act of 1934.

Non-Competition Provision. Provisions in contracts of employment that prohibit the hiring of employees by competitors of the employer are non-binding if such an engagement is wider in scope than would be necessary in order to prevent competition or to limit in an unfair manner the employee’s freedom to employment. If that would be the case, each case must be evaluated on a case-by-case basis, taking into consideration all circumstances. Competition provisions may not be worded too generally. When assessing how far-reaching competition provisions in an employment contract may be, particularly as regards their scope of application and the time limits involved, the following factors must be considered: a. The type of work performed by the worker involved, e.g. is he/she a key employee, is he/she in direct contact with the customers or is there significant confidentiality attached to his/her job? In addition, what knowledge or information the employee might possess with regard to the activities of the company or its customers. b. How quickly the employee’s knowledge becomes outdated and whether a normal balance is kept among the employees. c. The type of operations involved and the identity of the competitors in the market where the company operates and which the employee’s know-how covers. d. That an employee’s freedom of employment is not restricted in an unfair manner. e. That the non-competition clause is delineated and concise with regard to the purpose of protecting certain competition interests. f. The remuneration of the employee will also have an effect, i.e. for instance, what his wages are. The competition provisions of employment contracts do not apply if the employee is dismissed from his job without sufficient cause.

Non-Competition Provision. During Employment. EMPLOYEE agrees that during his/her employment by EMPLOYER he/she will not engage directly or indirectly in any location within the United States, in any business of the same or similar nature to the business of EMPLOYER or any business in which EMPLOYER is engaged in developing, nor will EMPLOYEE participate directly or indirectly in the ownership or management of any enterprise engaged in such a business within the United States, including ownership or management as defined by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. This provision acts in concert with Section 1, Employment by Company, which requires EMPLOYEE to devote all of EMPLOYEE’S effort and skill exclusively to EMPLOYER.