Noncompete, Non-Solicitation Clause Samples
A Noncompete, Non-Solicitation clause restricts a party—typically an employee or contractor—from engaging in business activities that compete with the employer or from soliciting the employer’s clients, customers, or employees for a specified period after the relationship ends. This clause often defines the geographic area, duration, and specific activities that are prohibited, such as working for a direct competitor or recruiting former colleagues. Its core function is to protect the business’s confidential information, client relationships, and workforce from unfair competition or poaching after the contractual relationship concludes.
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Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee ...
Noncompete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive’s employment with the Company and any applicable Affiliate thereof, Executive will during the Employment Period become familiar with the trade secrets, business plans and business strategies and with other Confidential Information (as defined on the Appendix hereto) concerning the Company and any applicable Affiliate of the Company (and their respective predecessors, successors and assigns) and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and any applicable Affiliate of the Company. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (such period, the “Noncompete Period”), Executive shall not directly or indirectly (whether for Executive or for any other Person) (A) operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), permit Executive’s name to be used by, consult with, advise, render services for (alone or in association with any other Person), or otherwise assist in any manner (collectively, to “Participate” in) or (B) own any interest in, lend to or invest in, (i) International Data Group, Inc., CMP Media, Inc. (a subsidiary of United Business Media PLC); or CNET Networks, Inc.; (ii) any Person which, to Executive’s knowledge, International Data Group, Inc., CMP Media, Inc. (a subsidiary of United Business Media PLC) or CNET Networks, Inc. owns an interest in, lends or otherwise provides financial support to, manages, controls or is party to one or more agreements that are singly or in the aggregate are material to either party thereto; (iii) any Person known to Executive to be a successor, assignee, partner, joint venturer, subsidiary, division or Affiliate of any of the Persons referenced in clause (i) or (ii) of this sentence; (iv) any Person known by Executive to engage in, operate, manage or control any venture or enterprise which directly or indirectly engages in the Specified Line(s) of Business; or (v) any Person known to Executive to be a successor, assignee, partner, joint venturer, subsidiary, division or Affiliate of any of the Persons referenced in clause (iv) of this sentence.
(b) Notwithstanding the foregoing, (i) Executive may Participate in any business of any entity listed in clause (iv) or clause (v) of Sect...
Noncompete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with the Company and any applicable Affiliate thereof, Executive will during the Employment Period become familiar with the trade secrets, business plans and business strategies and with other Confidential Information (as defined on the Appendix hereto) concerning the Company and any applicable Affiliate of the Company (and their respective predecessors, successors and assigns) and that Executive's services have been and shall be of special, unique and extraordinary value to the Company and any applicable Affiliate of the Company. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (such period, the "Noncompete Period"), Executive shall not directly or indirectly (whether for Executive or for any other Person) own any interest in, operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit Executive's name to be used by, consult with, advise, render services for (alone or in association with any other Person), or otherwise assist in any manner (i) any Person (each a "Restricted Person") that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in any business or enterprise which manufactures, designs, produces, renders or sells products or services which compete with the products and services of the Company (or any products or services the Company is in the process of developing), as the Company's and its Affiliates businesses exist at the Termination Date or are in process as of the Termination Date; (ii) any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any Restricted Person; or (iii) any Person in which any Restricted Person owns an interest or participates, which any of Restricted Person manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any Restricted Person consults or to which any Restricted Person otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive investment in the stock of a corporatio...
Noncompete, Non-Solicitation. (a) After the Closing Date and until the fifth anniversary of the Closing Date (the "Fifth Anniversary") or a Change in Control, whichever is earlier, (i) Seller will not and Seller will not permit any Affiliated Person of Seller to engage, either directly or indirectly, for its own account or solely or jointly for the benefit of others, in any Competing Business in the United States and (ii) Seller will not, and Seller will not permit any Affiliated Person of Seller to, solicit, directly or indirectly, any Client for the purpose of engaging in any Competing Business. Until the Fifth Anniversary or a Change in Control, whichever is earlier, Seller will refer to Buyer any requests for proposal or other inquiries received by Seller with respect to any Axe Core Disciplines or any Competing Business.
(b) Upon a Change In Control, for a period of one year after the effective date of the Change In Control, no Person who is employed by Seller, Seller Parent or any Affiliated Person of either of them at such time and as of the date of this Agreement shall solicit, directly or indirectly, any Client for the purpose of engaging in any Competing Business.
(c) It is the intention of the parties that if any of the restrictions or covenants contained in this Section 4.9 is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.9 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Seller acknowledges and agrees that a breach or threatened breach by it of any of the restrictions set forth in this Section 4.9 will result in irreparable and continuing damage to Buyer for which there may be no adequate remedy at law. In the event of any breach or threatened breach by it of any of the aforesaid agreed upon restrictions, Buyer shall be entitled to injunctive relief as well as any other remedy at law or in equity available to it.
Noncompete, Non-Solicitation