Noncompete, Nonsolicitation Clause Samples

Noncompete, Nonsolicitation. (a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the “Noncompete Period”), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or any of its Subsidiaries as such businesses (the “Businesses”) exist during the Executive’s employment by the Company, within the United States or any other geographical area in which the Company or any of its Subsidiaries engages or plans to engage in the Businesses (the “Geographical Area”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, “Post-Termination Period” means the twelve (12) month period beginning on the Termination Date.

Noncompete, Nonsolicitation. (i) For a period of 5 years following the Closing Date (the "Noncompete Period"), none of the Managing Sellers shall directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in (x) any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any service that may be used as a substitute for or otherwise compete with any product or service of the Company, its Subsidiaries or (y) any business in competition with, or potential competition with, the businesses of the Company or its Subsidiaries, within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta license as of the Closing. Nothing herein shall prohibit any of the Managing Sellers from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as such Managing Seller has no active participation in the business of such corporation. (ii) During the Noncompete Period, none of the Managing Sellers shall directly or indirectly (x) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, including , inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company or its Subsidiaries, (y) hire any person who was a Key Employee of the Company or any Subsidiary, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or any Subsidiary. (iii) Each of the Managing Sellers agrees and acknowledges that: (a) the covenants set forth in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) the Purchaser would not have entered into this Agreement but for the cove...

Noncompete, Nonsolicitation. The receipt of any severance payments or benefits pursuant to Section 7 will be subject to Executive not violating the Non-Competition Agreement referenced in Section 10 of this Agreement and attached hereto as Appendix A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Non-Competition Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 7 without affecting the Executive’s release or Executive’s obligations under the Release agreement.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company he has become familiar, and he will become familiar, with the Company Group's trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group. Therefore, the Executive agrees that, during the time he is employed by the Company Group and during any applicable Post-Termination Period (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company Group as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company

Noncompete, Nonsolicitation. (a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for,

Noncompete, Nonsolicitation. (a) Executive acknowledges that in the course of his employment with FGI he will become familiar with Confidential Information and that his services will be of special, unique and extraordinary value to FGI. Therefore, Executive agrees that, during the time he is employed by FGI pursuant hereto and for two (2) years thereafter (the "Noncompete Period"), in the entire ----------------- United States and any other countries in which the Companies or Partnerships are providing, or actively planning to provide goods and services, he will not: (i) compete with the Companies or the Partnerships in the sale of propane or related competitive products or services; (ii) directly or indirectly, in person or through others, for the benefit of Executive or another, call upon, solicit, sell, divert, take away, deliver to, accept business or orders from or otherwise engage in propane-related business with FGI's Customers (as defined below), nor shall Executive, in any capacity, assist others to do so; or (iii) directly or indirectly interfere with the business relationship between FGI and any FGI Customers. The restrictions in this paragraph apply only to products and services that are competitive with the Business and/or products and services of FGI. (b) While employed by FGI and for two (2) years thereafter, Executive will not (i) interfere with, disrupt, or attempt to disrupt relations, contractual or otherwise, between FGI and its employees, vendors or suppliers, or (ii) hire or take away, directly or indirectly, any FGI employee.

Noncompete, Nonsolicitation. (a) Consultant agrees that, during the term of this Agreement (the “Restricted Period”), he will not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with the businesses of the Company or any of its subsidiaries as such businesses exist during the term of this Agreement, within the United States or any other geographical area in which the Company or any of its subsidiaries engages in such businesses. Nothing herein will prohibit Consultant from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as Consultant has no active participation in the business of such corporation. (b) During the Restricted Period, Consultant will 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 the Company or any such subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, including without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company or any of its subsidiaries, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during Consultant’s employment period, or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or any such subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or any of its subsidiaries. (c) Consultant agrees that: (i) the covenants set forth in this Section 12 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Consultant contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 12, a court shall hold that the duration, scope or area restrict...

Noncompete, Nonsolicitation. During the term hereof and the period specifically indicated in subsections (A), (B), (C) and (D) below, following termination of Employee’s employment for any reason, Employee will not, directly or indirectly, on behalf of himself or any behalf of anyone else: (A) for a period of twelve (12) months, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than five percent (5%) of the total outstanding stock of a publicly-held company), engage in any business activity that directly competes with the kind or type of products or services of developed or being developed, produced marketed, distributed, planned, furnished or sold by the Company while Employee was employed by the Company; (B) for a period of twelve (12) months, call upon any of the customers of the Company who are such at the time of Employee’s termination of employment hereunder, for the purpose of soliciting or providing any product or service the same as that provided by the Company or for the purpose of providing customers to any person or entity conducting a business in direct competition with the business of the Company, as conducted at the date of Employee’s termination (a “Competitive Business”); (C) for a period of twelve (12) months, communicate with any of the other employees, consultants or representatives of the Company for the purpose of inducing such employees, consultants or representatives to discontinue their relationship with the Company or to establish a relationship with Employee or any Competitive Business; and (D) for a period of twelve (12) months, solicit, divert or take away or attempt to solicit, divert or take away any of the customers, clients, licenses, strategic partners or patrons of the Company who are such at the time of the Employee’s termination of employment with the Company.

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that s...