Non-Solicitation, Non-Competition and Confidentiality. (a) While employed by the Company (whether during the Term or thereafter), and for a period of one year after termination of Employee’s employment by the Company for any reason (whether during the Term or thereafter), Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any customer, employee, consultant, independent contractor, service provider or supplier of the Company to cease to do business or to terminate the employment or other relationship with the Company.
(b) (i) WHILE EMPLOYED BY THE COMPANY DURING THE TERM, AND FOR A PERIOD OF ONE YEAR AFTER TERMINATION OF EMPLOYEE’S EMPLOYMENT FOR ANY REASON (OTHER THAN AS A RESULT OF A DISCHARGE WITHOUT CAUSE OR TERMINATION BY EMPLOYEE WITH GOOD REASON) PRIOR TO THE EXPIRATION OF THE TERM (BUT NOT FOLLOWING TERMINATION OF EMPLOYEE’S EMPLOYMENT IN THE EVENT EMPLOYEE HAS REMAINED EMPLOYED FOR THE ENTIRE TERM), EMPLOYEE SHALL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, PARTNER, DIRECTOR, OFFICER, AGENT, EMPLOYEE, CONSULTANT, OWNER, INDEPENDENT CONTRACTOR OR OTHERWISE), ANY ACTIVITIES FOR A COMPETITIVE BUSINESS. A “COMPETITIVE BUSINESS” SHALL BE DEFINED AS A BUSINESS (WHETHER CONDUCTED BY AN ENTITY OR INDIVIDUALS, INCLUDING EMPLOYEE IN SELF-EMPLOYMENT) THAT IS ENGAGED IN COMPETITION, DIRECTLY OR INDIRECTLY THROUGH ANY PARENT, SUBSIDIARY, AFFILIATE, JOINT VENTURE, PARTNERSHIP OR OTHERWISE, WITH ANY OF THE BUSINESS ACTIVITIES CARRIED ON BY THE COMPANY OR ANY BUSINESS ACTIVITIES BEING PLANNED BY THE COMPANY (WITH EMPLOYEE’S KNOWLEDGE) AT THE TIME OF EMPLOYEE’S TERMINATION OF EMPLOYMENT. TO APPROPRIATELY TAKE ACCOUNT OF THE HIGHLY COMPETITIVE ENVIRONMENT IN THE COMPANY’S BUSINESSES, THE COMPANY AND EMPLOYEE AGREE THAT ANY BUSINESS ENGAGED IN ANY OF THE ACTIVITIES SET FORTH ON SCHEDULE 2 SHALL BE DEEMED TO BE A “COMPETITIVE BUSINESS.”
Non-Solicitation, Non-Competition and Confidentiality. Executive acknowledges that he has been and will continue to be employed by the Company directly or indirectly in one or more aspects of the research, development, engineering, manufacturing, design, promotion and/or sale relating to the Company’s existing or proposed products and services. Executive further acknowledges that he will be exposed to certain confidential and proprietary information of the Company and its Affiliates (as defined herein) during the course of his employment with the Company. Executive’s involvement or participation in a business which is competitive with the Company or any of its Affiliates, disruption of the Company’s or any of its Affiliates’ business relationships, or misappropriation or unauthorized use of the Company’s or any of its Affiliates’ confidential and proprietary information would have a material adverse impact on the Company and its Affiliates and their business operations. Accordingly, as a condition to the Company’s employment of Executive hereunder, Executive hereby agrees as follows:
Non-Solicitation, Non-Competition and Confidentiality. Employee, contemporaneously herewith, shall enter into a Non-Solicitation, Non-Competition and Confidentiality Agreement, the terms of which are incorporated herein and made a part hereof as though set forth in this Agreement.
Non-Solicitation, Non-Competition and Confidentiality. To the maximum extent permissible by law:
(a) During his employment with the Company and for a period of two years after the termination of his employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly, solicit, induce, encourage, influence or otherwise cause any customer, employee, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company.
(b) During his employment with the Company and after the termination of his employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, for a period of one year, Executive shall not be engaged by or engage in business with (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in (other than any investment approved by the Board of Directors) any Competitor of the Company in the United States. For purposes of this Agreement, “Competitor” means any person or entity conducting business in the retail department store industry, including but not limited to each of Macy’s Inc., Xxxxxxx’x Inc., Xxxx’x Corporation, Xxxx, Inc. and X.X. Xxxxxx, Inc. and the affiliates and successors of each of them. Executive’s passive ownership of less than 2% of any class of securities of a company shall not constitute a violation of the first sentence of this Subparagraph 13(b).
Non-Solicitation, Non-Competition and Confidentiality. (a) For a period of four (4) years following the Closing, Sellers shall not, and shall cause their Affiliates not to, attempt to damage, impair or interfere with the Purchased Assets by soliciting any Employees employed by Buyers or KNAC LTD to resign from their employment with Buyers or KNAC LTD, or by interfering with the relationship between the Business and any of its consultants, agents, representatives or vendors.
(b) Sellers agree that, for a period of four (4) years from the Closing Date, Sellers will not, and shall cause their Affiliates not to, directly or indirectly, in any way compete with the Business as conducted as of the Closing Date in any state in the United States or any province in Canada in which the Business is being conducted on the Closing Date or in any state in the United States or province of Canada in which the Business was being conducted at any time in the five (5) years prior to the Closing Date (for the purposes of this Section 6.09(b) a “Competing Business”). Nothing in this Section 6.09(b) shall prevent or restrict in any way the Sellers or any of their Affiliates from engaging in any of the following activities (“Ancillary Competing Businesses”) provided that in no event shall the Sellers and their Affiliates derive Competing Business revenues from such Ancillary Competing Businesses which exceed in the aggregate $50,000,000 in any calendar year:
(i) continuing its current business activities (outside the Business), including (for the avoidance of doubt) the activities related to the Excluded Assets and the Excluded Liabilities, as conducted at the date of this Agreement or developing such activities in the ordinary course of business consistent with past practice;
(ii) engaging as subcontractor for less than thirty (30) percent of the scope of a delivery which is considered a Competing Business;
(iii) engaging as a joint venture partner in its capacity as provider of less than thirty (30) percent of the scope of delivery by the joint venture;
(iv) engaging in a project in which a subset of the services provided is a Competing Business, provided that such subset of services are not material to the project as a whole; or
(v) acquiring any business, assets, undertaking, company or other person, or merging with any business, assets, undertaking, company or other person which carries on Competing Business, provided that such competing business is not material to the transaction in question (which for the purposes of this sect...
Non-Solicitation, Non-Competition and Confidentiality. XxXxxxxxx acknowledges his obligations concerning non-solicitation, non-competition and confidentiality. Specifically, he shall remain bound by and will continue to abide by the non-solicitation, non-competition and confidentiality provisions in Article 8 of the Employment Agreement, and the Company’s obligation to provide to XxXxxxxxx the consideration set in this Agreement shall be contingent on his compliance with Article 8 of the Employment Agreement.
Non-Solicitation, Non-Competition and Confidentiality. 15.1 During the Term or any Renewal Term and for a period of two (2) years (such period to be extended by any periods of violation of this Section) thereafter the Franchisee shall not:
(a) attempt to obtain any unfair advantage over any other Roche System Franchisee or the Franchisor or any affiliate of the Franchisor by soliciting for employment any person who is, at the time of such solicitation, employed by such other Roche System Franchisee, the Franchisor or such affiliate, nor shall the Franchisee directly or indirectly induce any such person to leave their employment as aforesaid; or
(b) divert or attempt to divert any business of, or any clients of, the Franchised Business to any competitive establishment including any establishment he may establish in breach of this Agreement, by direct or indirect inducement or otherwise. During the Term of this Agreement or any Renewal Term, and for a period of two (2) years (such period to be extended by any periods of violation of this Section) thereafter, the Franchisee shall not individually nor in conjunction with any person, firm, partnership, corporation or other third party as principal, agent, shareholder, director, employer, employee or guarantor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, concerned with or interested in or advise in the operation of any business located in the Franchised Region or within 40 (forty) kilometers of the outer boundary of the Franchised Region which is engaged in providing financial planning, tax planning, tax return preparation and filing, and related bookkeeping and financial statement preparation and other financial products and services to business entities or the public.
15.2 Franchisee acknowledges that the Franchised Business has economic value which he has been compensated for under the provisions of Section 13, Section 12.5 and Section
Non-Solicitation, Non-Competition and Confidentiality. Xxxxxxx acknowledges his obligations concerning non-solicitation, non-competition and confidentiality. Specifically, he shall remain bound by and will continue to abide by the non-solicitation, non-competition and confidentiality provisions pursuant to the NDA, and the Company’s obligation to provide to Xxxxxxx the consideration set in this Agreement shall be contingent on his compliance with the NDA (subject to the exceptions set forth in Article 8 of the Employment Agreement and paragraph 16 below). Notwithstanding the foregoing, Xxxxxxx hereby agrees that the restrictions set forth in clauses (i), (ii) and (iii) of Section 1.2 of the NDA related to solicitation, hiring or other actions with respect to Company employees shall not be limited to actions taken on behalf of or for the benefit of a competing dialysis facility/company (i.e., any such referenced actions will be prohibited regardless of whether the new employing or hiring entity is a competing dialysis facility/company).
Non-Solicitation, Non-Competition and Confidentiality. In further consideration of the Company’s agreements set forth herein, to the maximum extent permissible by law:
9.1 During the remainder of Executive’s employment with the Company and for a period of 18 months after the Executive’s Separation Date, Executive shall not, directly or indirectly, solicit, induce, encourage, influence or otherwise cause any customer, employee, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company.
9.2 During the remainder of Executive’s employment with the Company and for a period of 18 months after the Executive’s Separation Date, Executive shall not be engaged by or engage in business with (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in (other than any investment approved by the Board of Directors) any Competitor of the Company in the United States. For purposes of this Agreement, “Competitor” means each of Macy’s Inc., Xxxxxxx’x Inc., Xxxx’x Corporation, Xxxx, Inc., X.X. Xxxxxx, Inc. and Stage Stores, Inc., or the affiliates and successors of each of them. Executive’s passive ownership of less than 2% of any class of securities of a company shall not constitute a violation of the first sentence of this Paragraph 9.2.
Non-Solicitation, Non-Competition and Confidentiality
