Common use of Non-Solicitation Covenant Clause in Contracts

Non-Solicitation Covenant. The Executive agrees that, during the Term, including any extension thereof, and for a period of one year following the Executive’s termination of employment, the Executive shall not, without the express written consent of the Company: (a) Call upon or solicit, either for the Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any Affiliate during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; or (b) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any covenant set forth in this Section 6, the term of such covenant will be extended by the period of the duration of such breach and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be in addition to any restrictions on solicitation contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. If the scope of any restriction contained in this Section 6 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Non-Solicitation Covenant. The Executive agrees thatWithout limiting anything set forth in Section 3 hereof, during the Term, including any extension thereof, and for a period of one year following the Executive’s termination of employment, the Executive shall not, without the express written consent of the CompanyNon-Solicitation Period: (a) Call upon The Principal Equityholder shall not, directly or indirectly, in any capacity whatsoever (other than in the course and scope of the Principal Equityholder’s employment with a Group Company, Parent, or any of their Affiliates), solicit, either for divert, quote, propose, sell, place, provide, service or renew any Insurance Products or Services in respect of any past or current Client Account or Prospective Client Account of any Group Company. The Principal Equityholder recognizes and acknowledges that such Client Accounts and Prospective Client Accounts are not confined to any geographic area. Therefore, the Executive or for any other person or firm Principal Equityholder acknowledges and understands that engages there is no geographic restriction that applies to the non-solicitation covenant as contained in competition with any business operation actively conducted this Section 4 and that the scope of this covenant is appropriately limited by the Company or any Affiliate during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; orcustomer-based restriction. (b) Induce The Principal Equityholder shall not take any action intended to or solicit which reasonably may be expected to cause any Client Account or Prospective Client Account of any Group Company, or any other Person with a material business relationship with any Group Company to cease, reduce or refrain from transacting business with any Group Company. (a) The Principal Equityholder shall not, directly or indirectly, solicit, hire, engage, or seek to induce any of the Group Companies’ employees or independent contractors to terminate such employee’s employment or such independent contractor’s engagement with any Group Company for any reason, including, without limitation, to work for the Principal Equityholder or any competitor of Parent, the Group Companies, or their Affiliates other than (i) the making of any general solicitation for employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at such person and the hiring any such person who is responds to any such general or public advertising and (ii) the solicitation or hiring of Group Company employees who have been Separated from such Group Company for six (6) months or more at the date time of termination such solicitation or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any covenant hiring. (c) The covenants set forth in this Section 64 are collectively referred to herein as the “Non-Solicitation Covenants”. For clarity, the term of such covenant will be extended by the period of the duration of such breach and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be Non-Solicitation Covenants are in addition to any restrictions on solicitation contained to, and not in any other agreement between lieu of, the post-separation obligations under the Management Equityholders’ respective (i) Employment Agreements and (ii) Confidential Information and Non-Disclosure Agreements with the Company and the Executive and may be enforced by the Company and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. If the scope of any restriction contained in this Section 6 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictionParent.

Non-Solicitation Covenant. The Executive In consideration for this Award of Restricted Stock, the Participant hereby agrees and covenants that, during the Term, including any extension thereof, and for a period of the Participant’s employment with the Company and for one year following after the Executive’s termination of the Participant’s employment, the Executive shall Participant will not, without the express written consent of the Company: (a) Call upon or solicit, either for the Executive Participant or for any other person or firm that engages in competition with any business operation of the kind actively conducted by the Company or any Affiliate during current or future Subsidiary for the Termperiod that the Participant was employed with the Company or any Subsidiary, as applicable, any customer with whom the Company or any Affiliate current or future Subsidiary directly conducts business during the Termperiod of the Participant’s employment, any referral source of the Company or any current or future Subsidiary during the period of the Participant’s employment (including, solely by way of example, intermediaries and corporations that purchase directly from the Company or any current or future Subsidiary); or interfere or (b) Interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and current or future Subsidiary, any customer with whom the Company or any Affiliate current or future Subsidiary directly conducts business during the Termperiod of the Participant’s employment, or any referral source of the Company or any current or future Subsidiary existing during the period of your employment; or (bc) Induce or solicit any person who is at as of the date of the Participant’s termination of employment or was during any of the 12 months preceding termination the date of the Participant’s termination, an employee, officer officer, director, or agent of the Company or any Affiliate current or future Subsidiary to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of Participant breaches any covenant set forth in this Section 6Award Agreement, the term of such covenant will shall be extended by the period of the duration of such breach and such breach. This covenant as so extended will survive any for 12 months after the termination of the Participant’s employment, plus any extension under the preceding sentence, even if this Award has expired or terminated. Notwithstanding Section 9(e) to this Award Agreement. The , the restrictions on solicitation provided herein shall be contained in this Section 8 are in addition to any restrictions on solicitation contained in any other agreement between the Company Participant and the Executive and Company or any Subsidiary. These restrictions may be enforced by the Company Company, any current or future Subsidiary and/or any successor theretosuccessor, by an action to recover payments made under this Award Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 8 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will shall have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 68. If the scope of any restriction contained in this Section 6 8 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive Participant hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Non-Solicitation Covenant. The Executive (i) Participant agrees that, that during Participant’s employment with the Term, including Company (inclusive of any extension thereof, notice period or garden leave policy to which Participant is otherwise subject) and for a period of one year twelve (12) months following the Executive’s any termination of Participant’s employment, the Executive shall he or she will not, without the express prior written consent of the Company: (a) Call upon , directly or solicit, either for the Executive indirectly solicit or for any other person or firm that engages in competition with any business operation actively conducted by induce away from the Company or any Affiliate during the Term, any customer with whom cause to be solicited or induced away from the Company any of its employees. (ii) Notwithstanding anything to the contrary in this Agreement, and without limiting any remedies at law or in equity that may be available to the Company, Participant acknowledges and agrees that a remedy at law for any breach or threatened breach of the covenant contained in this Section 6(q) would be inadequate and monetary damages would be difficult to calculate and that for any such breach or threatened breach, a court of law may award an injunction, restraining order or other equitable relief, restraining Participant from committing or continuing to commit such breach. (iii) It is expressly understood and agreed that if a final determination is made by a court of law that the time or any Affiliate directly conducts business during other restriction contained in this Section 6(q) is an unenforceable restriction against Participant, the Term; provisions of Section 6(q) shall not be rendered void but shall be deemed amended to apply to such maximum time and to such other maximum extent as such court may determine or interfere with indicate to be enforceable. Alternatively, if such court finds that any relationshiprestriction contained in this Section 6(q) is unenforceable, contractual or otherwiseand such restriction cannot be amended so as to make it enforceable, between such finding shall not affect the Company or enforceability of any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; orother provision of this Agreement. (biv) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any The restrictive covenant set forth in this Section 6, the term of such covenant will be extended by the period of the duration of such breach 6(q) shall continue and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be in addition to any restrictions on solicitation contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor theretocancellation, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law forfeiture or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. If the scope payment of any restriction contained in this Section 6 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to amounts due under the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictionAward.

Non-Solicitation Covenant. The Executive (i) Participant agrees that, that during Participant's employment with the Term, including Company (inclusive of any extension thereof, notice period or garden leave policy to which Participant is otherwise subject) and for a period of one year twelve (12) months following the Executive’s any termination of Participant's employment, the Executive shall he or she will not, without the express prior written consent of the Company:, directly or indirectly solicit or induce away from Citigroup or cause to be solicited or induced away from Citigroup any of its employees. (aii) Call upon Notwithstanding anything to the contrary in this Agreement, and without limiting any remedies at law or solicitin equity that may be available to the Company, either for the Executive or Participant acknowledges and agrees that a remedy at law for any breach or threatened breach of the covenant contained in this Section 5(r) would be inadequate and monetary damages would be difficult to calculate and that for any such breach or threatened breach, a court of law may award an injunction, restraining order or other person equitable relief, restraining Participant from committing or firm continuing to commit such breach. (iii) It is expressly understood and agreed that engages in competition with any business operation actively conducted if a final determination is made by a court of law that the Company time or any Affiliate during other restriction contained in this Section 5(r) is an unenforceable restriction against Participant, the Termprovisions of Section 5(r) shall not be rendered void but shall be deemed amended to apply to such maximum time and to such other maximum extent as such court may determine or indicate to be enforceable. Alternatively, if such court finds that any customer with whom restriction contained in this Section 5(r) is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company or enforceability of any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; orother provision of this Agreement. (biv) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any The restrictive covenant set forth in this Section 6, the term of such covenant will be extended by the period of the duration of such breach 5(r) shall continue and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be in addition to any restrictions on solicitation contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor theretocancellation, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law forfeiture or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. If the scope payment of any restriction contained in this Section 6 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to amounts due under the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictionAward.

Non-Solicitation Covenant. The Executive (i) Participant agrees that, that during Participant's employment with the Term, including Company (inclusive of any extension thereof, notice period or garden leave policy to which Participant is otherwise subject) and for a period of one year twelve (12) months following the Executive’s any termination of Participant's employment, the Executive shall he or she will not, without the express prior written consent of the Company: (a) Call upon , directly or solicit, either for the Executive indirectly solicit or for any other person or firm that engages in competition with any business operation actively conducted by induce away from the Company or any Affiliate during the Term, any customer with whom cause to be solicited or induced away from the Company any of its employees. (ii) Notwithstanding anything to the contrary in this Agreement, and without limiting any remedies at law or in equity that may be available to the Company, Participant acknowledges and agrees that a remedy at law for any breach or threatened breach of the covenant contained in this Section 6(q) would be inadequate and monetary damages would be difficult to calculate and that for any such breach or threatened breach, a court of law may award an injunction, restraining order or other equitable relief, restraining Participant from committing or continuing to commit such breach. (iii) It is expressly understood and agreed that if a final determination is made by a court of law that the time or any Affiliate directly conducts business during other restriction contained in this Section [6(p)] is an unenforceable restriction against Participant, the Term; provisions of Section [6(p)] shall not be rendered void but shall be deemed amended to apply to such maximum time and to such other maximum extent as such court may determine or interfere with indicate to be enforceable. Alternatively, if such court finds that any relationshiprestriction contained in this Section [6(p)] is unenforceable, contractual or otherwiseand such restriction cannot be amended so as to make it enforceable, between such finding shall not affect the Company or enforceability of any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; orother provision of this Agreement. (biv) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any The restrictive covenant set forth in this Section 6, the term of such covenant will be extended by the period of the duration of such breach [6(p)] shall continue and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be in addition to any restrictions on solicitation contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor theretocancellation, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law forfeiture or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. If the scope payment of any restriction amounts due under the Award. (v) The covenant contained in this Section 6 [6(p)] is too broad not intended to permit enforcement of such restriction shorten, reduce or otherwise limit any non-solicitation obligation Participant may have (including but not limited the non-solicitation obligation contained in the Employment Termination Notice and Non-Solicitation Policy for the Citigroup Management Committee or any successor policy) pursuant to its fullest extentcontract, then such restriction will be enforced collective agreement or applicable policy, local law, rule or regulation ("Independent Obligation"), nor is it intended to limit or reduce any other obligation that Participant may have to the maximum extent permitted by lawCompany pursuant to an Independent Obligation. For purposes of this Section [6(p)], "Company" shall mean Citigroup and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictionof its subsidiaries.

Non-Solicitation Covenant. The Executive Employee agrees that, during the Term, including any extension thereofand except as provided in Section 5(b)(iv), and for a period of above, thereafter until the later of. (a) one year following after the Executive’s date of his termination of employmentemployment with the Employer; and (b) the date on which he receives his final severance payment from the Employer pursuant to Section 4(b) of this Agreement, the Executive he shall not, without the express written consent of the Company:Employer: (i) solicit any customer or supplier of the Employer on behalf of any business entity which competes with a service or product of the Employer; or (ii) hire or attempt to hire any employee of the Employer including, but not limited to, encouraging any such employee to terminate his or her employment with the Employer. (a) Call upon For the purposes of this Section 7, the terms customer, supplier, and employee shall refer only to only those persons or solicitentities which were customers, either for suppliers, or employees of the Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any Affiliate Employer during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; or. (b) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of any covenant set forth in this Section 6, the term of such covenant will be extended by the period of the duration of such breach and such covenant as so extended will survive any termination of this Agreement. The restrictions on solicitation provided herein shall be in addition to any restrictions on solicitation contained in any other agreement between the Company and the Executive and may be enforced by the Company Employer and/or any successor thereto, thereto by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 7 constitute an essential element of this Agreement, without which the Company Employer would not have entered into this Agreement. Notwithstanding any other remedy available to the Company Employer at law or at equity, the parties hereto agree that the Company Employer or any successor thereto, will shall have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 6. 7. (c) If the scope of any restriction contained in this Section 6 is to broad too broad to permit enforcement of such restriction to its fullest extent, then such restriction will shall be enforced to the maximum extent permitted by law, and the Executive Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Non-Solicitation Covenant. The Executive In consideration for this Award of Restricted Stock, the Participant hereby agrees and covenants that, during the Term, including any extension thereof, and for a period of the Participant’s employment with the Company and for one year following after the Executive’s termination of the Participant’s employment, the Executive shall Participant will not, without the express written consent of the Company::  (a) Call upon or solicit, either for the Executive Participant or for any other person or firm that engages in competition with any business operation of the kind actively conducted by the Company or any Affiliate during current or future Subsidiary for the Termperiod that the Participant was employed with the Company or any Subsidiary, as applicable, any customer with whom the Company or any Affiliate current or future Subsidiary directly conducts business during the Termperiod of the Participant’s employment, any referral source of the Company or any current or future Subsidiary during the period of the Participant’s employment (including, solely by way of example, intermediaries and corporations that purchase directly from the Company or any current or future Subsidiary); or interfere or (b) Interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and current or future Subsidiary, any customer with whom the Company or any Affiliate current or future Subsidiary directly conducts business during the Termperiod of the Participant’s employment, or any referral source of the Company or any current or future Subsidiary existing during the period of your employment; or (bc) Induce or solicit any person who is at as of the date of the Participant’s termination of employment or was during any of the 12 months preceding termination the date of the Participant’s termination, an employee, officer officer, director, or agent of the Company or any Affiliate current or future Subsidiary to terminate said relationship, except as pursuant to Executive’s duties for the Company. In the event of a breach by the Executive of Participant breaches any covenant set forth in this Section 6Award Agreement, the term of such covenant will shall be extended by the period of the duration of such breach and such breach. This covenant as so extended will survive any for 12 months after the termination of the Participant’s employment, plus any extension under the preceding sentence, even if this Award has expired or terminated. Notwithstanding Section 9(e) to this Award Agreement. The , the restrictions on solicitation provided herein shall be contained in this Section 8 are in addition to any restrictions on solicitation contained in any other agreement between the Company Participant and the Executive and Company or any Subsidiary. These restrictions may be enforced by the Company Company, any current or future Subsidiary and/or any successor theretosuccessor, by an action to recover payments made under this Award Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 6 8 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will shall have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 68. If the scope of any restriction contained in this Section 6 8 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive Participant hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.