Non-Solicitation Covenants. (a) The Participant acknowledges and agrees that, during the Participant's employment with the Company and its Affiliates and upon the Participant's termination of Employment with the Company and its Affiliates for any reason, for a period commencing on the termination of such Employment and ending on the second anniversary of such termination, the Participant shall not, whether on Participant's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly:
(i) solicit any employee of the Company or its Affiliates with whom the Participant had any contact during the last two years of the Participant's employment, or who worked in the same business segment or division as the Participant during that period to terminate employment with the Company or its Affiliates;
(ii) solicit the employment or services of, or hire, any such employee whose employment with the Company or its Affiliates terminated coincident with, or within twelve (12) months prior to or after the termination of Participant's employment with the Company and its Affiliates;
(iii) directly or indirectly, solicit to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates.
(b) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 11 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Non-Solicitation Covenants. Employee agrees that during Employee's employment by the Company and for a period of two (2) year following the termination of Employee's employment for whatever reason, Employee will not, directly or indirectly, on Employee's own behalf or in the service of or on behalf of any other individual or entity, divert, solicit or attempt to divert or solicit any individual or entity (i) who is a client of the Company at any time during the six (6)-month period prior to Employee's termination of employment with the Company (“Client”), or was actively sought by the Company as a prospective client, and (ii) with whom Employee had material contact while employed by the Company to provide similar services or products as such provided by Employee for the Company to such Clients or prospects. Employee further agrees and represents that during Employee's employment by the Company and for a period of two (2) year following any termination of Employee's employment for whatever reason, Employee will not, directly or indirectly, on Employee's own behalf or in the service of, or on behalf of any other individual or entity, divert, solicit or hire away, or attempt to divert, solicit or hire away, to or for any individual or entity which is engaged in providing similar services or products to that provided by the Company, any person employed by the Company for whom Employee had supervisory responsibility or with whom Employee had material contact while employed by the Company, whether or not such employee is a full-time employee or temporary employee of the Company, whether or not such employee is employed pursuant to written agreement and whether or not such employee is employed for a determined period or at-will. For purposes of this Agreement, “material contact” exists between Employee and a Client or potential Client when (1) Employee established and/or nurtured the Client or potential Client; (2) the Client or potential Client and Employee interacted to further a business relationship or contract with the Company; (3) Employee had access to confidential information and/or marketing strategies or programs regarding the Client or potential Client; and/or (4) Employee learned of the Client or potential Client through the efforts of the Company providing Employee with confidential Client information, including but not limited to the Client’s identify, for purposes of furthering a business relationship.
Non-Solicitation Covenants. In consideration of the amounts to be paid to Executive hereunder, Executive covenants that Executive shall, during the Term of this Agreement, and for one (1) year following the termination or expiration of the Term of this Agreement or Executive's employment hereunder (other than a termination of Executive's employment hereunder by either the Company or its assignee or the Executive within six (6) months following a Change of Control), observe the following separate and independent covenants:
Non-Solicitation Covenants. The Company is not a party to any agreement that restricts its ability to compete in the insurance agency industry or solicit specific insurance accounts.
Non-Solicitation Covenants. For a period of two years from the date of the termination of this Agreement and your employment with the Company, or, if a court determines that two years is unreasonable, one year from the date of the termination of this Agreement and your employment with the Company, you agree that you will not (directly or indirectly through others): (i) contact, solicit, contract with, or attempt to contract with any entity engaged in the commercial vehicle component industry with which the Company has contracts at the time of the termination of this Agreement, or (ii) solicit or attempt to solicit away from the Company any officer, employee or agent of the Company.
Non-Solicitation Covenants. 7.1 During (i) the Executive’s employment with the Company and (ii) for a period of three (3) years following termination of the Executive’s employment for any reason (the “NS Restricted Period”), the Executive shall not, directly or indirectly, solicit, divert or take away (or attempt to solicit, divert or take away) the business of any client, customer or supplier of the Company (each such party, a “Restricted Party”) or encourage any Restricted Party to cease doing business with the Company or to reduce the amount of business such Restricted Party does with the Company.
7.2 Executive shall not, for the duration of the NS Restricted Period, directly or indirectly, solicit or encourage (or cause to be solicited or encouraged) any person who (i) is an employee of, or consultant then under contract with, the Company or (ii) who was an employee of, or consultant with, the Company within the six-month period preceding such solicitation, to cease employment with, or the provision of services to, the Company.
Non-Solicitation Covenants. (a) In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit or recruit for employment or encourage to leave employment with TFC, on Participant’s own behalf or that of any other person any employee of TFC with whom Participant worked during Participant’s employment or about whom Participant came to know confidential information as a result of employment with TFC and who has not thereafter ceased to be employed by TFC for a period of at least three (3) months. This provision will not prohibit the Participant from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of TFC. Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employee of Truist also bound by a similar provision, directly or indirectly and hereby knowingly consents to that restriction. This Section shall not prohibit Participant from responding to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of Truist.
(b) In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit, communicate with or otherwise contact any of TFC’s customers with whom Participant had material contact during employment with TFC, for the purpose of conducting any business with them on behalf of any person or entity other than TFC which is substantially similar to the business conducted by the business unit in which Participant last worked at TFC. Participant will not directly or indirectly solicit, communicate with or otherwise contact any of Xxxxxx’s third-party vendors with whom Participant had material contact during employment with Truist, for the purpose of di...
Non-Solicitation Covenants. During Xxxxxxx’s employment with the Company and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, whether voluntary or involuntary, Grantee will not, on Xxxxxxx’s behalf or on behalf of any other person, firm, corporation or other entity, directly or indirectly, individually or as a shareholder, owner, partner, member, director, officer, employee, independent contractor, consultant, creditor or agent on behalf of any other person, firm, corporation or other entity:
i. solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any customer of the Company or its Subsidiaries, business or prospective business of the Company or its Subsidiaries, or potential customer identified, selected or targeted by the Company or its Subsidiaries about whom Xxxxxxx had knowledge, or with whom Xxxxxxx had contact, involvement or responsibility during Xxxxxxx’s employment with the Company, for or in connection with the sale or offering of any of the Restricted Services;
ii. solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any customer of the Company or its Subsidiaries about whom Xxxxxxx had knowledge, or with whom Xxxxxxx had contact, involvement or responsibility during Xxxxxxx’s employment with the Company, to cease doing business, to refrain from doing business, or reduce the amount of business such customer has done or is contemplating doing with the Company or its Subsidiaries;
iii. solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any officer, director, independent contractor, employee, representative or agent of the Company or its Subsidiaries to cease such individual’s employment or relationship with the Company or its Subsidiaries or otherwise refrain from providing services to the Company or its Subsidiaries;
iv. interview, hire, employ, engage, or retain or attempt to interview, hire, employ, or retain any officer, director, independent contractor, employee, representative or agent of the Company or its Subsidiaries, while such person is employed, engaged, or retained by the Company or its Subsidiaries and for a period of twelve (12) months thereafter, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, interviewing, hiring, employing, engaging, or retaining any su...
Non-Solicitation Covenants. (i) During the Restricted Period, the Executive will not directly or indirectly, for himself or on behalf of another, solicit, or attempt to solicit, any officer, member, manager, contractor, consultant, executive or employee of the Company to leave, terminate or minimize his engagement or relationship with the Company or to accept employment or an engagement or relationship elsewhere if so accepting would involve leaving, terminating or minimizing his or her employment, engagement or contractual relationship with the Company.
(ii) During the Restricted Period, the Executive will not directly or indirectly, for himself or on behalf of another, solicit, or attempt to solicit, any of the Company’s customers or clients, or any of the Company’s prospective customers or clients that the Executive knew were being targeted by the Company during the Executive’s employment. Notwithstanding the foregoing, after the end of the Executive’s employment with the Company the restriction in this Section shall apply only to customers or suppliers or prospects with whom the Executive had material contact during his employment with the Company and nothing in the subparagraph (ii) shall be deemed to prohibit the Executive from calling upon or soliciting a customer or supplier if such action relates solely to a business which is not Competitive with the Company. For purposes of the Section, “material contact” with a customer, supplier or prospect includes (A) direct personal contact with such parties, (B) direct supervision of other employees or personnel of the Company who have direct personal contact with such parties, or (C) substantial knowledge of non-public information about the Company’s business relationship with or business strategies with respect to such parties.
Non-Solicitation Covenants. For a period of two (2) years from the Effective Date and except as expressly contemplated in the Separation Agreement, none of the Qwest Parties or the Buyer Parties will, without the prior written approval of the applicable other party, directly or indirectly: (i) solicit for hire any employees of such other party; (ii) induce any such employee of such other party to terminate their relationship with such other party; or (iii) in the case of the Qwest Parties, solicit for hire or hire any of Dex's senior management team from their employment with Publisher. The foregoing will not apply to individuals hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit a particular individual) or as a result of the use of a general solicitation (such as a newspaper advertisement or on radio or television) not specifically directed to employees of any other party.
