Non-solicitation, Non recruitment and Non-competition
Non-solicitation, Non. Interference In consideration of (i) the grant of the option under this Agreement, and (ii) your continued employment with the Company, its parent, or a subsidiary of the Company or its parent (each a “Covered Party”), you hereby agree to the following:During the period of your employment with the Company or another Covered Party and for a period ending six (6) months following the termination of your employment, for any reason, with a Covered Party, except with the prior written consent of the Company, you will not: Directly or indirectly recruit or solicit any employee of a Covered Party or any person who was employed by a Covered Party within the six-month period prior to the termination of your employment (each a “Covered Employee”) for employment or for retention as a consultant or service provider; Directly or indirectly hire or participate in the process of hiring any Covered Employee, or provide names or other information about any Covered Employees to any person or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring (provided, that this restriction does not apply to any Covered Employee who responds to any general solicitation (such as an advertisement) in media of general circulation);Solicit or induce, or in any manner attempt to solicit or induce, any Customer (as defined Below), to (1) cease being a customer of or to not become a customer of Covered Party, (2) divert any business of such Customer from a Covered Party, (3) reduce the amount of business that such Customer conducts or intends to conduct with any Covered Party; or (4) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship between a Covered Party and any of its customers or clients, suppliers, consultants, or employees;Participate in competition for the award of or perform services in connection with (1) any contract, task order or program for which a Covered Party is competing, or (2) any contract, task order or program that would replace, supersede, succeed, reduce or diminish any Covered Party's work under a contract, task order or program; Make false or disparaging statements regarding any Covered Party, or any of Covered Party's respective officers, directors, shareholders, employees or affiliates in matters relating to a Covered Party or its business.For purposes of this Agreement a “Customer” means any client or customer of the Company at the time of the termination of your em...
Non-solicitation, Non. Disparagement”) of the CPN Management LP Agreement, any remaining unpaid portion of the Noncompete Option Payment shall thereupon be forfeited. The Noncompete Option Payment shall be paid in equal installments during the period beginning on the Date of Termination and ending on the expiration date of the Restricted Period (as elected by Calpine or the applicable employing subsidiary pursuant to its Noncompete Option), in accordance with the normal payroll policies of the applicable employer as in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date that occurs on or after the 30th day following the Date of Termination (such payroll date, the “First Payment Date”) shall instead be paid on the First Payment Date.
Non-solicitation, Non disparagement or non-disclosure provisions of this Exhibit B shall only apply in the event Participant has no employment agreement, or his or her employment agreement does not contain non-competition, non-solicitation, non-disparagement or non-disclosure provisions. All remaining provision of Exhibit B shall be applicable to all Participants.
Non-solicitation, Non. Interference of Employees/Contractors. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not, directly or indirectly, interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company, any person currently employed by or engaged as a contractor to the Company in a senior, managerial, sales, research and development or technical position or who is otherwise in possession of Confidential Information or otherwise able to influence at Company Relationships, and who was employed by or engaged by the Company during Employee’s employment with the Company. This restriction shall not include any current or potential employee or contractor of the Company for whom Employee had no responsibility, no involvement, and about whom he/she had no access to Confidential Information during his/her employment with the Company. This restriction does not apply to postings and advertisements regarding job opportunities which are made available to the public and are not directed specifically toward Company employees or contractors.
Non-solicitation, Non. HIRE; NON-COMPETE
(a) As an inducement for Buyer to enter into this Agreement and as additional consideration for the consideration to be paid to the Seller Parties hereunder the Seller Parties agree that:
(i) During the period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date (the "Restricted Period"), except as otherwise set forth herein, neither the Seller Parties nor any Control Affiliate of any of the Seller Parties shall, directly or indirectly, either for itself or any other Person, solicit or attempt to solicit any Person who was, at any time since January 1, 2003, or who is, during the Restricted Period, an employee, independent contractor, sales agent, sales associate or broker of either of the Companies (the "Company Restricted Employees") or an employee, independent contractor, sales agent, sales associate or broker of either of B&H Associates LLC, d/b/a Prudential Long Island Realty, or B&H of the Hamptons, LLC, d/b/a Prudential Long Island Realty (the "Buyer Restricted Employees" and, collectively with the Company Restricted Employees, the "Restricted Employees"), to leave such employment or relationship; provided, that, any general advertisement for employees, independent contractors, sales agents, sales associates or brokers not specifically directed at Restricted Employees shall not be deemed to be a breach of this subsection (i).
(ii) During the Restricted Period, except as otherwise set forth herein, neither the Seller Parties nor any Control Affiliate of the Seller Parties shall, directly or indirectly, either for itself or any other Person, employ, or otherwise engage, as an employee, independent contractor, sales agent, sales associate, broker, or otherwise, any Restricted Employee. Notwithstanding the foregoing, any Seller Party, and any Control Affiliate of any Seller Party, may, at any time during the Restricted Period, employ or otherwise engage any Restricted Employee of IDE that shall have been employed or otherwise engaged by IDE as a broker, sales agent or sales associate, provided (a) such Restricted Employee is employed or otherwise engaged by such Seller Party or Control Affiliate thereof in a business other than the SF Business (as defined below) and (b) such Restricted Employee shall not have been employed or otherwise engaged by IDE as a broker, sales agent or sales associate (other than on a de minimus basis) for the sale or leasing of professional office or retail space. In ad...
Non-solicitation, Non. SUPPLY AND PROTECTION OF CONFIDEN- TIAL INFORMATION
(a) The Executive agrees that his services hereunder are of a special, unique and extraordinary character and his position with the Group and the Company (as successor to the business of Mortxx) xxaces him in a position of confidence and trust with the customers and employees of the Company and other members of the Group. The Executive acknowledges (x) that from time to time members of the Group cooperate with each other in supplying current customers and/or the solicitation of prospective customers and (y) that the rendering of services and the supply of products to the customers of the Group necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company and the Group (such as without limitation, marketing plans, budgets, designs, client preferences and policies, and identity of appropriate personnel of customers with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the Company and its predecessors, the Executive has and will continue to develop a personal relationship with the Group's customers and a knowledge of those customers' affairs and requirements, and that the relationship of the Group with its established customers has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company and the Group that the Executive make the covenants contained herein. Accordingly, the Executive agrees that for the period commencing on the date hereof and terminating the later of (1) December 31, 2002 and (2) two years after the Date of Termination, he shall not, as an individual, partner, shareholder, employee, consultant or in association with any other person, business or enterprise, except on behalf of the Company or another member of the Group, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company:
(i) attempt in any manner to solicit or accept from any customer business of the type performed by members of the Group or to persuade any customer to cease to do business or to reduce the amount of business which any such customer has customarily done or is reasonably expected to do with any member of the Group, whether or not the relationship between such member of ...
Non-solicitation, Non disparagement During Mx. XxXxxxx’x employment by GCAC or its affiliates Mx. XxXxxxx may not, anywhere in or outside the United States, engage in the investment in equity securities, whether publicly traded, listed or otherwise, or the formation or management of or active participation in any fund, fund of funds or other investment vehicle or account, other than with respect to amounts owned by Mx. XxXxxxx or his spouse or any estate-planning vehicle for the sole benefit of Mx. XxXxxxx’x immediate family not to exceed 1% of the total shares of all classes of outstanding equity securities of any publicly held entity.
Non-solicitation, Non. COMPETITION AND SEVERANCE AGREEMENT
Non-solicitation, Non. Interference. Each party is prohibited from soliciting or hiring any employees, independent contractors or agents of the other (either directly or indirectly), without written permission of the other party, at any time during the any Agreement, and for a period of two (2) years following its termination. The Referral Agent shall not at any time interfere or attempt to interfere with the business of TransPlus or persuade or attempt to persuade any customer or prospective customer of TransPlus to discontinue or alter its relationship with TransPlus.
