Non-Solicit and Non-Compete Clause Samples
Non-Solicit and Non-Compete. During Employee’s employment with the Company and for one year immediately thereafter, Employee will not, other than on behalf of the Company, directly or indirectly, as a proprietor, partner, employee, agent or otherwise:
(i) Solicit, directly or indirectly, or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company during the six (6) month period immediately preceding or following the termination of Employee’s employment (“Former Employee”) or (ii) employed by the Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) assisting a Former or Current Employee in finding employment elsewhere; (d) inquiring if a Former or Current Employee “knows of anyone who might be interested” in a position elsewhere; (e) inquiring if a Former or Current Employee might have an interest in employment elsewhere; (f) informing others of the name or status of, or other information about, a Former or Current Employee; or (g) any other similar conduct, the intended or actual effect of which is that a Former Employee affiliates with another employer or a Current Employee leaves the employment of the Company.
(ii) Sell, attempt to sell, or assist in the effort of anyone else who sells or attempts to sell, any products or services which compete with products or services offered by Company to any actual or prospective customer of the Company with whom or with which Employee dealt at any time during the last twelve (12) months of Employee’s employment by the Company or about whom Employee has any Confidential Business Information.
(iii) Directly or indirectly, solicit, encourage, or induce said actual or prospective customers of the Company to terminate or reduce their business with the Company.
(iv) Participate in, work for, or provide services, in the Territory in which Employee was employed, to any person or entity that is, or is actively planning to be, a “Competitive Business.” The “Territory in which Employee was employed” shall mean (1) Employee’s geographical area of responsibility, (2) a zone of 150 miles radius from a facility, location or office of the Company in which Employee was employed during the last eighteen (18) months of Employee’s employment at the Company, and (3) all locat...
Non-Solicit and Non-Compete. (a) In furtherance of the transactions contemplated by the Merger Agreement and this Agreement and the substantial economic benefit to be conferred upon the parties thereto and hereto, until the expiration of the applicable Restricted Period, each of KKR Americas XII and WBA (each, a “Restricted Person”) shall not (and each of them shall cause its controlled Affiliates to not), directly or indirectly, recruit, solicit for employment, hire, engage, retain, employ or offer employment to any senior executive or management employee of the Company or any of its Subsidiaries (collectively, “Covered Persons”), or knowingly encourage or knowingly facilitate any Covered Person to leave employment with the Company or any of its Subsidiaries; provided, that the foregoing shall not be deemed to prohibit the Restricted Persons or any of their respective controlled Affiliates from engaging in general media advertising or general employment solicitation that is not targeted towards Covered Persons.
(b) In furtherance of the transactions contemplated by the Merger Agreement and this Agreement and the substantial economic benefit to be conferred upon the parties thereto and hereto, until the expiration of the applicable Restricted Period, each Restricted Person shall not (and each of them shall cause its controlled Affiliates to not), (i) engage or be involved, in any capacity, directly or indirectly in the Restricted Business, (ii) directly or indirectly acquire Beneficial Ownership of any Capital Stock (or any debt securities exercisable or exchangeable for, or convertible into, Capital Stock) of, or provide any loan or other financial assistance to, any Person that derives 30% or more of its revenue or EBITDA (based on its most recent quarterly financial statements) from operating in the U.S. long term care pharmacy business (such business, the “Restricted Business”) anywhere in the world; provided that for the avoidance of doubt, WBA’s (and its controlled Affiliates’) retail pharmacies will be permitted to continue to provide services as a back-up supplier to skilled nursing facilities consistent with practices in effect as of the date of the Original Agreement; provided, further that the Restricted Persons and their respective controlled Affiliates shall not be prohibited from Beneficially Owning, solely as a passive investment, not in excess of 5% in the aggregate of any Capital Stock of any Person if such Capital Stock is of the same class of Capital Stock that is l...
Non-Solicit and Non-Compete. During Employee’s employment with the Company or their employing Subsidiary or affiliated company and for one year immediately thereafter, Employee will not, other than on behalf of the Company, directly or indirectly, as a proprietor, partner, employee, agent or otherwise:
(i) Solicit, directly or indirectly, or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company or its Subsidiaries or affiliated companies during the six (6) month period immediately preceding or following the termination of Employee’s employment (“Former Employee”) or (ii) employed by the Company or its Subsidiaries or affiliated companies (“Current Employee”). The term
Non-Solicit and Non-Compete. 6.6.1 To protect the goodwill of the Group Companies and save as permitted by Article 6.6.2, the Seller shall not, and shall procure that its Affiliates shall not, directly or indirectly:
(i) from the date of this Agreement until:
(1) the second (2nd) anniversary of the Closing Date with respect to any director, officer (other than a director or officer resigning at Closing), or Senior Employee of a Group Company; and
(2) the first (1st) anniversary of the Closing Date with respect to any employee to be transferred as part of the Pre-Closing Carve-Out; induce or attempt to induce any person listed in (1) or (2) above to (x) leave the employment of or relationship with that Group Company or (y) enter into any employment or services agreement with any member of the Seller's Group otherwise than in response to a bona fide newspaper or trade advertisement directed at the general public where there has been no previous contact directly or indirectly between a member of the Seller Group and the relevant individual in relation to the possible entry into such an agreement between the relevant member of the Seller's Group and the individual concerned; or
(ii) from the Closing Date until 1 February 2023, compete with the Group Companies' business in respect of the Restricted Products in the Restricted Territory.
6.6.2 Notwithstanding anything to the contrary in this Agreement, including Article 6.6.1 above, the Seller and its Affiliates and Sylvamo and its Affiliates shall not be prevented from:
(i) supplying the Restricted Products "Cut Size B/C, B+ and A/A+" under the trademark "HP" to any customers in the Czech Republic, Poland and the Slovak Republic until 31 January 2022 ;
(ii) supplying the Restricted Products "Cut Size B/C, B+ and A/A+" and "offset folio and reels" to any customers in the Czech Republic, Poland and the Slovak Republic from 1 February 2022 until 1 February 2023, provided that such supply shall not, on a country-by-country basis, exceed the volumes set out in column (6) of Part A of Schedule 6.6.2;
(iii) supplying the Restricted Products "Cut Size B/C, B+ and A/A+" and "offset folio and reels" to any customers in Germany until 1 February 2023, provided that such supply shall not exceed the volumes set out in column (6) of Part B of Schedule 6.6.2; and
(iv) responding to any invitation to tender or request for proposals issued by a customer for purchases of Restricted Products in a geographic area which is broader than the Restricted Territory, ...
Non-Solicit and Non-Compete. 6.6.1 To protect the goodwill of the Group Companies and save as permitted by Article 6.6.2, the Seller shall not, and shall procure that its Affiliates shall not, directly or indirectly:
(i) from the date of this Agreement until:
(1) the second (2nd) anniversary of the Closing Date with respect to any director, officer (other than a director or officer resigning at Closing), or Senior Employee of a Group Company; and
(2) the first (1st) anniversary of the Closing Date with respect to any employee to be transferred as part of the Pre-Closing Carve-Out;
Non-Solicit and Non-Compete. (i) For a period of eight (8) years from and after the Closing Date, ▇▇▇▇ ▇▇▇▇ shall not, and shall cause his Affiliates not to, and (ii) for a period of five (5) years from and after the Closing Date the Sellers shall not, and shall cause their Affiliates not to, in each case, directly or indirectly, cause, solicit, induce or encourage any employees of the Company who are or become employees of the Buyer or any of its Affiliates and are employees of the Buyer or any of its Affiliates at the time of such causation, solicitation, inducement or encouragement to leave such employment or hire, employ or otherwise engage any such individual who is an employee of the Buyer or any of its Affiliates anywhere in the United States at the time of such hiring, employment or other engagement; provided, however, that this Section 7.2(a) shall not prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at such persons. Notwithstanding the foregoing, in no event shall ▇▇▇▇ ▇▇▇▇ or the Sellers, and ▇▇▇▇ ▇▇▇▇ and the Sellers shall cause their Affiliates not to, for a period of five (5) years from the Closing Date, hire, employ or otherwise engage any individual holding the title at the Buyer or any of its Affiliates of “manager” or above, except that such limitation shall not apply with respect to a particular individual to the extent such individual is involuntarily terminated by the Buyer or any of its Affiliates on or after the Closing Date.
(b) For a period of five (5) years from and after the Closing Date, ▇▇▇▇ ▇▇▇▇ and the Sellers shall not, and shall cause their Affiliates not to, engage or participate anywhere in the United States in the business of brokerage or third party logistics services in the commercial shipping and freight transportation market (the “Competing Business”); provided that nothing in this Section 7.2(b) shall restrict ▇▇▇▇ ▇▇▇▇ or a Seller or his or its Affiliates from owning less than 5% of the voting securities of any Person.
(c) The covenants and undertakings contained in this Section 6.2 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 7.2 will cause irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Buyer will be entitled to an injunction, restraining order or other equitable relief from any court...
Non-Solicit and Non-Compete. (a) For a period of three (3) years from and after the Closing Date, each Stockholder and the Seller shall not, and shall cause their Affiliates not to, directly or indirectly, cause, solicit, induce or encourage any employees of the Target Companies or the Managed Practices who are or become employees of the Buyer or any of its Affiliates to leave such employment; provided, however, that this Section 6.2(a) shall not prohibit any advertisement or general solicitation that is not specifically targeted at such employees so long as that in no event shall Seller or any Stockholder hire any such employees.
(b) For a period of three (3) years from and after the Closing Date, each Stockholder and the Seller shall not, and shall cause their Affiliates not to, own, manage, control, engage or participate or have any ownership or other financial interest in, or in any way assist (as an employee, agent, consultant, investor, partner, shareholder or otherwise) any business in the United States that competes with the Buyer or its Affiliates (including the Target Companies and the Managed Practices), including, but not limited to, the business of: (i) facilitating or providing veterinary services; (ii) retail or wholesale selling or providing animal health and wellness products (including, but not limited to, prescription products, over-the-counter treatments, health and wellness supplements, dental treats); or (iii) retail or wholesale selling or providing pet treats (the “Competing Business”).
(c) The covenants and undertakings contained in this Section 6.2 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.2 will cause irreparable injury to the Parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Buyer will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.2, in each case without the posting of bond or other security. The rights and remedies provided by this Section 6.2 are cumulative and in addition to any other rights and remedies which the Buyer may have hereunder or at law or in equity.
Non-Solicit and Non-Compete. 4.1 During the continuance of her employment with the Company and for a period of 2 (Two) years thereafter, the Employee shall neither directly nor indirectly:
4.1.1 solicit or induce any personnel, consultant, customer or advisor of the Company to terminate her relationship with the Company; and
4.1.2 own, conduct, engage in, manage, operate, join, control, finance, invest in, bid for, advise or otherwise participate in or in any manner be associated or connected with, whether for or without remuneration, in any business, individual, partnership, firm, corporation, limited liability company or partnership, or other entity whatsoever similar to or competing directly or indirectly with the business of the Company, nor undertake or be engaged, directly or indirectly in any activities or do any act or thing which would, or is likely to, be detrimental to the interests, business or reputation of the Company, its subsidiaries or affiliates.
4.2 The Employee and the Company agree that the duration and the scope of the provisions set forth in this Clause 4 is reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Company and the Employee hereto agree that this provision shall remain in full force and effect for the longest time period and in the widest area that would not render it unenforceable.
4.3 The Employee acknowledges and agrees that the services provided by the Company are or are intended to be provided on an all-India basis. Accordingly, the Employee agrees that these restrictions mentioned in Sub-Clause 4.1 and 4.2 above shall apply throughout India.
Non-Solicit and Non-Compete. (a) During the period beginning immediately following the Closing and ending on the fifth (5th) anniversary of the Closing Date, neither Seller nor Seller Shareholder shall, directly or indirectly, solicit or hire for employment any individual who, as of immediately prior to the Closing, was an officer or management employee is employed by the Company Group (each, a “Specified Individual”); provided that nothing herein shall prohibit Seller or Seller Shareholder from (i) conducting a general solicitation of prospective employees in the ordinary course of business if not specifically directed towards any Specified Individual, or hiring any Specified Individual where the initial contact with such Person regarding such hiring primarily arose as a result of such general solicitation or (ii) soliciting or hiring any Specified Individual whose employment with the Company Group (or the Purchaser), has terminated.
(b) During the period beginning immediately following the Closing and ending on the fifth (5th) anniversary of the Closing, neither Seller nor Seller Shareholder shall control, manage, operate, be employed or engaged by, or otherwise participate or engage in any business as, or have any interest in, a Competitive Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent such Person from acquiring or owning as a passive investment, up to five percent (5%) of the outstanding voting securities of any entity engaged in a Competitive Business that is publicly traded on any recognized national securities market.
(c) In no event will the aggregate amount of the Purchase Price allocated to the foregoing restrictive covenants exceed $25,000 in the aggregate.