Noncompete Covenants Clause Samples
A Noncompete Covenant is a contractual provision that restricts one party, typically an employee or seller, from engaging in business activities that compete with the other party for a specified period and within a defined geographic area. This clause often applies after employment ends or following the sale of a business, preventing the restricted party from working for competitors, starting a similar business, or soliciting former clients. Its core practical function is to protect the legitimate business interests of the party imposing the restriction, such as safeguarding confidential information, customer relationships, and market position.
Noncompete Covenants. You agree that you will receive valuable training and Confidential Information that you otherwise would not receive or have access to but for the rights licensed to you under this Agreement. You therefore agree to the following noncompetition covenants:
1. Unless otherwise specified, the term “you” as used in this subparagraph 10.D includes, collectively and individually, your Control Person, all Principal Owners, guarantors, officers, directors, members, managers, partners, as the case may be, and holders of any ownership interest in you. We may require you to obtain from your Control Person and other individuals identified in the preceding sentence a signed non-compete agreement in a form satisfactory to us that contains the non-compete provisions of this subparagraph 10.D.
2. You covenant that during the term of this Agreement you will not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in any restaurant or food business other than one authorized by this Agreement or any other agreement between us and you, except any interest you may have, at the Effective Date of this Agreement, in a restaurant or food business other than a casual or fast casual restaurant. Under no circumstances may you be a member of a franchisee advisory council, committee, board or other similar group for a restaurant or food business, unless you receive our prior written approval.
3. You covenant that you will not, for a period of 2 years after the expiration or termination of this Agreement, regardless of the cause of termination, or within 2 years of the sale of the Restaurant or any interest in you, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in (i) a casual or fast casual restaurant that sells or offers to dispense prepared food products the same as or similar to the type sold in Buffalo Wild Wings® restaurants; (ii) a video entertainment-oriented, casual or fast casual restaurant or bar business; or (iii) any business establishment that sells or offers to dispense prepared chicken wings or legs:
a. At the premises of the former Restaurant;
b. Within a 5-mile radius of the former Restaurant; or
c. Within a 5-mile radius of the location of any other business or restaurant using the Buffal...
Noncompete Covenants. (a) As consideration for CEMI being designated Gatherer’s agent to perform the Services as provided above and as additional consideration to Gatherer for performing its obligations under the Gathering Agreement on behalf of Producers, except for the permitted activities described in Section 6 below, Producers hereby covenant and agree not to, and agree to cause their Affiliates not to, during the term hereof, directly or indirectly, engage in or participate in activities to gather or transport natural gas in the Springridge AMI, whether for their own account or on behalf of third parties.
(b) As consideration for CEMI acting as Gatherer’s agent to perform the Services as provided above and as additional consideration to Producers for performing their respective obligations under the Gathering Agreement, Gatherer hereby covenants and agrees not to, and agrees to cause its Affiliates not to, during the term hereof, engage in or participate in activities to purchase or market natural gas in the Springridge AMI if CEMI or its Affiliates are then performing, or willing to perform, such activities on behalf of Gatherer.
Noncompete Covenants. During the Restricted Period, Executive shall not, on his behalf, or on behalf of any Competing Business, perform for the benefit of any Competing Business (i) any of the Duties, or (ii) any activities which are substantially similar to those Duties. Notwithstanding the foregoing, this Section 9(d) shall not apply in the event of a termination of employment governed by Section 6(b) or 6(c) of this Agreement. Nothing in this Agreement shall be construed to prohibit Executive from performing activities which he did not perform for Company.
Noncompete Covenants. 68 9.4. Injunctive Relief, etc....................................71 9.5.
Noncompete Covenants. (a) The Selling Shareholders each agree not to, during the five (5) year period commencing on the Closing Date, anywhere in the United States, directly or indirectly (i) engage or become interested in any entity (whether as owner, manager, operator, licensor, licensee, lender, partner, shareholder, joint venturer, employee, supplier, consultant or otherwise) in any entity which sells, manufactures, markets, converts, or distributes products in competition with the products currently manufactured and distributed by the Company, or (ii) take any other action which constitutes an interference with or a disruption of Buyer's operation of the Business or Company's use, ownership and enjoyment of its assets in connection with the Business.
(b) For purposes of clarification, but not of limitation, the Selling Shareholders hereby acknowledge and agree that the provisions of this Section 9.3 shall serve as a prohibition against them, during the period described therein, directly or indirectly, hiring, offering to hire, enticing away or in any other manner persuading or attempting to persuade any current officer, employee (other than ▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ and employees of the Company that are to be employees of Rhino as of the Closing), agent, lessor, lessee, licensor, licensee, customer or supplier of the Business to discontinue or alter his or its relationship with the Business.
(c) Notwithstanding the foregoing,
(1) each of the Selling Shareholders shall be permitted to own not more than 1% of any class of securities which is registered under the Securities Exchange Act of 1934, as amended; provided, however, that said 1% limitation shall apply to the aggregate holding of all other persons and entities with whom such Selling Shareholder has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities.
(2) Rhino shall be entitled to continue to operate its business in substantially the same manner as the business was operated by the Company prior to Closing, including the purchase of products from the Company and the resale of such products in the ordinary course of its business. Rhino shall purchase all such products from the
Noncompete Covenants. (a) Notwithstanding anything else in this Agreement to the contrary, the covenants contained in this Section 4.17 shall be in effect during the period beginning on the First Closing Date and continuing until (i) one year from the Second Closing Date if the Second Closing shall have occurred prior to December 1, 2004, or (ii) December 1, 2004 if the Second Closing Date shall not have occurred by December 1, 2004 (the “Noncompete Period”).
(b) The Sellers covenant and agree that no Seller will, during the Noncompete Period, without the prior written consent of Buyer, directly or indirectly, on behalf of itself, any of its Affiliates or any other Person engage in the Seller Prohibited Business. The provisions of this Section shall not prohibit any Seller from owning up to five percent (5%) of any class of securities of any corporation that is traded on a national securities exchange or through the NASDAQ system.
(c) Each of Buyer, Zone Trading and ▇▇▇▇▇▇▇▇ agree that, during the Noncompete Period, it will not, without the prior written consent of Sellers, directly or indirectly, engage in the Buyer Prohibited Business. The provisions of this Section shall not prohibit any or all of Buyer, Zone Trading and ▇▇▇▇▇▇▇▇ from owning up to five percent (5%) of any class of securities of any corporation that is traded on a national securities exchange or through the NASDAQ system.
(d) Each of the Sellers, on the one hand, and Buyer, Zone Trading and ▇▇▇▇▇▇▇▇, on the other hand, hereby acknowledge and agree that the provisions of this Section 4.17 are: (i) ancillary to an otherwise enforceable agreement; (ii) supported by independent and valuable consideration; and (iii) contain reasonable limitations as to time and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect each such Person’s trade secrets, goodwill and other legitimate business interests. Each of the Sellers, on the one hand, and Buyer, Zone Trading and ▇▇▇▇▇▇▇▇, on the other hand, further agree, and do hereby acknowledge, that the provisions of this Section 4.17 are a materially significant and essential aspect of their respective decisions to execute this Agreement, and that the provisions of this Section 4.17 have substantial value to each of the Sellers, Buyer, Zone Trading and ▇▇▇▇▇▇▇▇. Each of the Sellers, on the one hand, and Buyer, Zone Trading and ▇▇▇▇▇▇▇▇, on the other hand, further agree that if, at some later date, a court of competent jurisdicti...
Noncompete Covenants. Facility agrees that it will receive valuable training, confidential information and goodwill that it otherwise would not receive or have access to but for the use of the Dancely IP, as set forth herein. Facility and its affiliates, related entities, members, directors, officers, and employees (“Facility Parties”) therefore agree to the following noncompetition covenants: (i) Facility Parties covenant that during the term of this Agreement they will not, except as Dancely otherwise agrees to in writing, either directly or indirectly, consult with, invest in or have any ownership interest in any preschool dance curriculum program or similar company; (ii) Facility Parties covenant that they will not, for a period of one year after the expiration or termination of this Agreement either directly or indirectly, consult with, invest in or have any ownership interest in any preschool dance curriculum program or similar company.
Noncompete Covenants. For and in consideration of consummation of the Merger and the other transactions contemplated by the Merger Agreement, execution of this Agreement by Wilshire, and the payment by Wilshire to Consultant of the Advisory Board Fees as described in Section 3 of this Agreement, Consultant agrees that during the term of this Agreement specified in Section 4 hereof (the “Non-Compete Term”), Consultant shall not, except on behalf of Wilshire or its affiliates, directly or indirectly, individually or as an employee, partner, officer, consultant or shareholder or in any other capacity whatsoever:
A. solicit the banking business of any current customers of BankAsiana or the Bank; provided, however, for purposes of this Agreement, the term “banking business” shall not include the performance of investment advisory, legal or accounting services for clients by Consultant;
B. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer to others concerning employment, any person who is an employee of the Company or the Bank or who was an employee of BankAsiana within the preceding twelve (12) months. Consultant may not avoid the purpose and intent of this Section 5 by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. If any court of competent jurisdiction should determine that any term or terms of this covenant are too broad in terms of time, geographic area, lines of commerce or otherwise, such court shall modify and revise any such term or terms so that they comply with applicable law.
Noncompete Covenants. For and in consideration of consummation of the Merger and the other transactions contemplated by the Reorganization Agreement, Officer agrees that for a period of six (6) months after Officer's termination of employment with the BHC or the Bank, Officer shall not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
Noncompete Covenants. (a) ▇▇▇▇▇▇▇▇ agrees that for a period of 24 months after the date of consummation of the Merger, ▇▇▇▇▇▇▇▇ shall not directly or indirectly (whether as an officer, director, employee, partner, 5% stockholder or agent)
(i) engage in the banking business generally or in any business in which the Bank has, as of the date of the Merger engaged, in Dallas County, Texas, or (ii) solicit the banking business of any clients of Bank or Bank's affiliates or solicit employees of Bank or Bank's affiliates to seek employment with any person or entity engaged in the financial services business except the Bank and its affiliates, whether, in either case, such solicitation is made within or without the area described in this paragraph, except that this Agreement shall not be binding on ▇▇▇▇▇▇▇▇ if the Bank shall have breached its obligations under this Agreement.
(b) For and in consideration of his obligations hereunder, the Bank shall pay ▇▇▇▇▇▇▇▇ $1,000 in a lump sum payment to be made as of the time the Merger is effective.
(c) ▇▇▇▇▇▇▇▇ agrees that (i) this Noncompetition Agreement is entered into in connection with the sale to BOKF of the goodwill of the business of the Bank, (ii) ▇▇▇▇▇▇▇▇ is receiving valuable consideration in the Merger for this Noncompetition Agreement, (iii) the restrictions imposed upon ▇▇▇▇▇▇▇▇ by this Noncompetition Agreement are essential and necessary to ensure BOKF acquires the goodwill of the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Noncompetition Agreement are fair and reasonable.