Non-Complete Sample Clauses
A Non-Compete clause restricts a party, typically an employee or business seller, from engaging in business activities that directly compete with the other party for a specified period and within a defined geographic area after the relationship ends. For example, an employee may be prohibited from working for a competitor or starting a similar business in the same city for one year after leaving the company. This clause primarily serves to protect the legitimate business interests of the party imposing the restriction, such as safeguarding confidential information, customer relationships, and market position.
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Non-Complete. The Executive and Spouse will not be eligible to receive Executive Retiree Medical Benefits if the Executive is employed by any other financial institution following retirement from San ▇▇▇▇▇▇▇ Bank, unless San ▇▇▇▇▇▇▇ Bank elects, in its sole discretion, to waive this condition, "Employment" in this context includes all forms of employment, both full time and part time, as well as any form of consulting, whether paid or unpaid. "Financial institution" means any for profit or non-profit business enterprise that provides services that are the same as or are similar to any service provided by San ▇▇▇▇▇▇▇ Bank. Executive Retiree Medical Benefits cannot be reinstated once the Executive and Spouse have become ineligible to receive Executive Retiree Medical Benefits due to the Executive's employment by another financial institution, unless San ▇▇▇▇▇▇▇ Bank elects, in its sole discretion, to waive this condition.
Non-Complete. By Stem Cell, if prior to the Effective Time if any event which may give rise to payment of the Trillium Non-Completion Fee set forth in Section 7.3 hereof occurs;
Non-Complete. The Executive shall not during the Restricted Period (as defined below) in the United States or any other place where the Company and its affiliates conduct operations related to the Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company), (i) engage or participate in the Company Business; (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; PROVIDED, HOWEVER, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; PROVIDED, HOWEVER, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end twelve months following the termination of the Executive's employment hereunder.
Non-Complete. Seller hereby agrees that for the five (5) year period beginning on the Closing Date (the "RESTRICTED Period"), he shall not engage in or own any interest in any business, including any existing Affiliate, that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business, the GDC Business or any similar glass installation and repair business within the United States, including its territories and possessions (the "TERRITORY"), except pursuant to a Franchise Agreement with the Company or an Affiliate of the Buyer.
Non-Complete. During the term of the Agreement and for a period of one year after termination of this Agreement, unless authorized in writing, neither FCIC nor its subsidiaries shall directly or indirectly solicit, or assist any affiliate of FCIC in soliciting, any Independent Agent of Nobel, that had previously executed a Flood Insurance Agreement or Excess Flood Insurance Agreement with FCIC, for the purpose of retaining the Independent Agent to write any type of FCIC's non-flood insurance product business. Notwithstanding, this section shall not apply to Nobel's Independent Agents that had, prior to the execution of this Agreement, executed a Standard Agency Agreement with FCIC.
Non-Complete. I acknowledge that the Company and its affiliates have invested substantial time, money and resources in the development and retention of their respective customers, accounts and Confidential Information. You acknowledge and agree that any and all "goodwill" associated with any customer or account of the Company or any of its affiliates belongs exclusively to the Company and/or its affiliates, as the case may be. I further acknowledge and agree that, during the course of performing services the Company will, and its affiliates may, furnish, disclose or make available to you confidential and proprietary information related to the Company's and its affiliates' business(es) and that the Company and/or one or more affiliates may provide you with unique and specialized training. I also acknowledge that such confidential information and such training have been developed and will be developed by the Company and/or one or more affiliates through the expenditure by the Company and/or one or more affiliates of substantial time, effort and money and that all such confidential information and training could be used by you to compete with the Company and/or one or more affiliates. In recognition of this, you covenant and agree as follows:
(a) I understand and acknowledge that the Company's and its affiliates' business interests are world-wide because the Company's and its affiliates' products and/or services are sold in countries around the world and the Company's and its affiliates' competitors similarly operate from and market their products and/or services in many locations around the world. As used in this Agreement (i) the term "Company Business" means the business as described in the Company’s Form 10-K for the year ended December 31, 2016 as conducted by the Company or any of its affiliates at any time anywhere in the world during your employment by the Company and (ii) the term "Competitive Business" means any Company Business engaged in by any third party anywhere in the world.
Non-Complete. During the term, Employee/Director shall not compete directly or indirectly with the Company. During the period that is six (6) months after the termination of this Agreement, Employee/Director shall not directly or indirectly complete with the Company.
Non-Complete. During the term of this Agreement and for one year ------------ thereafter, CarsDirect shall not be permitted to (i) intentionally market directly to credit unions or other affinity groups (which shall not be deemed to include groups rising in connection with nationally recognized, branded, automobile related publications which are unrelated to credit unions, or advertisements, contests or sponsorships on Internet portals (e.g., AOL, Yahoo, etc.)), (ii) provide website designs for credit unions or affinity groups, (iii) develop or enter into contractual relationships with, or provide direct assistance to, credit unions or affinity groups, or (iv) permit hypertext links to credit unions or affinity groups on its website. During the term of this Agreement and for one year thereafter, Autoland and shall not be permitted to (i) intentionally market directly to other than credit unions and affinity groups, (ii) provide website designs for other than credit unions or affinity groups, (iii) develop or enter into contractual relationship with, or provide assistance to, other than credit unions and affinity groups, or (iv) permit hypertext links to any Autoland related website to be located on the websites of any entity other than a credit union or affinity group. it is understood that the forgoing shall not be construed to either prevent Autoland from selling products and services to non-credit union or affinity group members by any means not in violation of this Section 5, or prevent CarsDirect from selling products and services to credit union and affinity group members who come to the CarsDirect website by any means not in violation of this Section 5.
Non-Complete. During the Sale, neither Merchant nor any affiliate of Merchant shall run a store closing, liquidation or similar sale in competition with the Sale at any store trading under the D.I.Y. Home Warehouse name within the advertising area of any of the Stores without the prior written approval of Agent.