Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. ​ ​ ​ In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's ’s termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a business of which the Company derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company.. ​ b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld.. ​ c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his his/her or himself himself/herself and for or on behalf of any person or business entity in the state of Colorado or any state in which the United States that the company derives more than 5% of its revenue Company does business during Employee's employment (the “"Non-Compete Jurisdiction”") engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s 's own behalf, if the Employee is self-employed) that is engaged in a the same business of which the Company derives more than 5% of its businessCompany, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”a) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for For a period of 12 months thereaftertwo years after the Closing Date, said Employee Seller shall not and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) solicit cause, solicit, induce or encourage any business from employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employersuch individual; and, (ii) directly cause, induce or indirectlyencourage any material actual or prospective client, on his/her own behalf customer, supplier, or on behalf licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other person Person who has a material business relationship with the Business, to terminate or entity, whether as an owner, director, officer, partner, employee, agent change any such actual or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged prospective relationship in a business of manner which would be materially adverse to the Company derives more than 5% of its businessBusiness; or (iii) conduct, nor shall Employee become interested in any such businessparticipate or engage, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship business (A) involving the provision of any Products and services currently provided by Seller in connection with the Business or capacity(B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a “Restricted Business”); provided, however, that nothing (1) the restrictions contained in this paragraph Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (2) that Seller’s subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation (“CIVCO”), shall not be prohibited from engaging in the provision of any products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) and (iii) of this Section 5.3(a) shall not be deemed to prohibit Employee a purchaser of Seller or CIVCO from acquiringengaging in the activities contemplated in (ii) and (iii) in any manner, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically includeincluding, but are not limited to, engaging in such activities through Seller or CIVCO, and (4) that, notwithstanding the psychedelic industryforegoing, such purchaser of Seller or CIVCO shall not be permitted to solicit with respect to the subject matter of an existing Contract of the Business. (b) The covenants and undertakings contained in this Section 5.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 5.3 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, Purchaser 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 5.3. The rights and remedies provided by this Section 5.3 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 5.3, the portion of the consideration delivered to Seller hereunder which is attributed by the parties to the foregoing covenant shall not be considered a measure of or limit on such damages. (c) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 5.3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's termination of his employment with the Employer (voluntary or involuntary) and for a period within one (1) year from the date of 12 months thereafterthe termination of said employment, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, and (ii) directly or indirectly, on his/her his own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a the same business of which the Company derives more than 5% of its businessCompany, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacitycapacity unless such practice described in 6.(a.)(ii) in this Agreement is in violation of the Colorado Rules of Professional Conduct; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve one (121) months year following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is was employed by the CompanyCompany at any time in the last one (1) year. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his his/her or himself himself/herself and for or on behalf of any person or business entity in the state of Colorado or any state in which the United States that the company derives more than 5% of its revenue Company does business during Employee’s employment (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in a the same business of which the Company derives more than 5% of its businessCompany, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the state of Colorado or any state in the United States that the company derives more than 5% of its revenue (the “Non-Compete Jurisdiction”a) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for For a period of 12 months thereaftertwo years after the Closing Date, said Employee Seller shall not and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) solicit cause, solicit, induce or encourage any business from employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employersuch individual; and, (ii) directly cause, induce or indirectlyencourage any material actual or prospective client, on his/her own behalf customer, supplier, or on behalf licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other person Person who has a material business relationship with the Business, to terminate or entity, whether as an owner, director, officer, partner, employee, agent change any such actual or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged prospective relationship in a business of manner which would be materially adverse to the Company derives more than 5% of its businessBusiness; or (iii) conduct, nor shall Employee become interested in any such businessparticipate or engage, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship business (A) involving the provision of any Products and services currently provided by Seller in connection with the Business or capacity(B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a "Restricted Business"); provided, however, that nothing (1) the restrictions contained in this paragraph Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (2) that Seller's subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation ("CIVCO"), shall not be prohibited from engaging in the provision of any products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) and (iii) of this Section 5.3(a) shall not be deemed to prohibit Employee a purchaser of Seller or CIVCO from acquiringengaging in the activities contemplated in (ii) and (iii) in any manner, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically includeincluding, but are not limited to, engaging in such activities through Seller or CIVCO, and (4) that, notwithstanding the psychedelic industryforegoing, such purchaser of Seller or CIVCO shall not be permitted to solicit with respect to the subject matter of an existing Contract of the Business. (b) The covenants and undertakings contained in this Section 5.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 5.3 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, Purchaser 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 5.3. The rights and remedies provided by this Section 5.3 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 5.3, the portion of the consideration delivered to Seller hereunder which is attributed by the parties to the foregoing covenant shall not be considered a measure of or limit on such damages. (c) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 5.3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.