Noncompetition Agreement Sample Clauses
A Noncompetition Agreement is a contractual provision that restricts one party, typically an employee or contractor, from engaging in business activities that compete with the employer or company for a specified period and within a defined geographic area after the relationship ends. This clause often applies to sensitive roles where the individual has access to proprietary information or client relationships, and may prohibit working for direct competitors, starting a similar business, or soliciting former clients. Its core function is to protect the business’s competitive interests and confidential information by preventing unfair competition from former insiders.
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Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates as of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstan...
Noncompetition Agreement. In consideration for this Agreement, the Executive will execute, concurrent with the execution of this Agreement, a noncompetition agreement with the Company; provided, however, that if the Executive has an existing noncompetition agreement with the Company, the Company, rather than entering into a new noncompetition agreement with the Executive, may instead, as a condition to entering into this agreement, require that the Executive acknowledge and affirm his continuing obligations under such existing noncompetition agreement and re-affirm his agreement to honor the obligations as set forth in that document.
Noncompetition Agreement. (a) Employee understands and agrees that this amendment to the Agreement is entered into in connection with the merger of the Company with and into Synopsys. Employee further understands and agrees that he was a substantial shareholder of the Company and a key and significant member of either the management and/or the technical workforce of the Company and that he will receive substantial consideration as a result of Synopsys' purchase of his stock interest in the Company. Employee and the Company both agree that the Company is engaged in its business in each of the fifty states of the United States and certain other countries throughout the world and that following the Acquisition, the Company and Synopsys will continue conduct such business in all parts of the United States and certain other countries throughout the world.
(b) Employee agrees that at all times during the Non-Compete Period, as defined below, not, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender or guarantor of any corporation, partnership or other entity (including, but not limited to, Cadence Design Systems, Inc., Mentor Graphics Corporation, Tharas Systems, Inc., Aptix Corporation or Axis Corporation), or in any other capacity to directly or indirectly:
(i) participate in the "Business" (as defined below) anywhere in the United States or in any of the countries in which the Company conducts business as of the Closing Date;
(ii) permit his name to be used in connection with any effort involving the Business;
(iii) call upon any person who is, at the time the person is called upon, an employee of the Company or Synopsys for the purpose or with the intent of soliciting such employee away from or out of the employ of the Company or Synopsys; or
(iv) call upon any person who is, at the time the person is called upon, a customer of the Company or Synopsys for the purpose of soliciting or selling products or services that relate to the Business.
(c) For purposes of this agreement "Business" means any business, activity or arrangement that engages in the design, development, manufacturing, marketing or sale of integrated circuit emulation or hardware-based simulation acceleration products.
Noncompetition Agreement. The Noncompetition Agreement in the form as Schedule 6.12, duly executed on behalf of Seller; and
Noncompetition Agreement. Buyer shall cause the delivery to Seller of a duly executed counterpart to the Noncompetition Agreement;
Noncompetition Agreement. In order to further protect the confidentiality of the Proprietary Information and in recognition of the highly competitive nature of the industries in which the Company and its subsidiaries conduct their businesses, and for the consideration set forth herein, the Consultant further agrees as follows:
Noncompetition Agreement. A. The Employee acknowledges that the payments and other benefits provided to him under this Agreement constitute good and valuable consideration for his non-competition covenants and that monetary damages for losses occasioned by his failure to abide by these covenants would be substantial and extremely difficult to measure. Because of the difficulty of measuring economic damages to the Company as a result of violations of this Section, and because of the immediate and irreparable damage that would be caused to the Company, in the event of a breach by the Employee of the provisions of this Section, the Employee agrees that the Company and its affiliates may, in addition to any other available remedy, enforce the provisions of the Section by all equitable relief, including injunctions and restraining orders. The Employee acknowledges that payments contemplated herein are contingent upon compliance with this Section. Employee agrees that if he/she violates or threatens to violate this Section, the Company may immediately discontinue or recover the Separation Payments paid to Employee under this Agreement.
B. The Employee agrees that for a period twenty-four months from the effective date of this Agreement, Employee will not in any manner directly or indirectly: (a) disclose or divulge to any person, entity, firm, company or employer, or use for Emplolyee's own benefit or the benefit of any other person, entity, firm, company or employer directly or indirectly in competition with Employer, any knowledge, information, business methods, techniques or data of Employer; (b) solicit, divert, take away or interfere with any of the accounts, trade, business patronage, employees or contractual arrangements of Employer; or (c) compete with Employer, or enter into any contractual arrangements either individually or as equity-holder in any entity, for the provision of air or ground ambulance services, medical transportation services or managed medical transportation services within one hundred (100) miles of any client of Employer.
C. The covenants of this Section are severable and separate, the unenforceability of any specific provision or covenant shall not affect the enforceability of any other covenant, and it is the intention of the parties that the provisions hereunder be enforced to fullest extent that a court may deem reasonable. It is further specifically agreed that, with respect to any period in which the Employee is in violation of Section, the non-competit...
Noncompetition Agreement. (a) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee's duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of this paragraph 3. Employee will not, during the period of his employment by or with Company, and for a period of two (2) years immediately following the termination of his employment under this Agreement, except as provided below, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business in direct competition with Company or any of its subsidiaries and affiliates within 100 miles of where the Company or any of its subsidiaries and affiliates conduct business, including any territory serviced by the Company or any of such subsidiaries (the "TERRITORY");
(ii) call upon any person who is, at that time, an employee of Company or any of its subsidiaries or affiliates sales or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of Company or any of its subsidiaries or affiliates or any its subsidiaries or affiliates;
(iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company or any of its subsidiaries or affiliates for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries or affiliates; or
(iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was, to Employee's actual knowledge after due inquiry, either called upon by Company or any of its subsidiaries or affiliates or for which Employee participated in an acquisition analysis for the purpose of acquiring such entity or all or substantially all of such entity's assets. Not...
Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to Executive, Executive hereby agrees with Employer that Executive will not:
(a) During Executive’s employment hereunder and for a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”), directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person (as defined below) or business, engage in any Restricted Business (as defined below) anywhere in the United States.
(b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business conducted by Employer or any of its Affiliates; (ii) canvass, solicit, or accept from any Person who is a customer of Employer, or any of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliates.
(c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months.
(d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employe...
Noncompetition Agreement. 1. Employee acknowledges that in Employee's employment hereunder, Employee will have continual contacts with the groups, members, and providers who are covered by or associated with the managed health care programs offered by Employer or its subsidiaries in Nevada and other states. In all of Employee's activities, Employee, through the nature of Employee's work, will have access to and will acquire confidential information related to the business and operations of Employer and its subsidiaries, including, without limiting the generality of the foregoing, member and group lists, and confidential information relating to processes, plans, methods of doing business and special needs of doctors, hospitals, members, groups, pharmacies, or other health care providers who contract with Employer or its subsidiaries. Employee acknowledges that all such information is the property of Employer or its subsidiaries solely and constitutes confidential information of such parties; that the disclosure thereof would cause substantial loss to the goodwill of Employer and its subsidiaries; that disclosure thereof to Employee is being made only because of the position of trust and confidence which Employee will occupy and because of Employee's agreement to the restrictions herein contained; that his knowledge of these matters would enable him, on termination of this Agreement, to compete with Employer or its subsidiaries in a manner likely to cause Employer and its subsidiaries irreparable harm, and disclosure of such matters would, likewise, cause such harm; and that the restrictions imposed upon Employee herein would not prohibit Employee in earning a living.
2. It is understood and agreed by Employee and Employer that the essence of this Employment Agreement is the mutual covenants of the parties herein made, that the present and future members and groups of Employer or its subsidiaries will remain Employer's or its subsidiaries' members and groups during the term of this Agreement and following its termination for any reason. In consideration for the employment and continued employment of Employee by Employer, and also for the amount received by Employee as compensation, Employee hereby irrevocably warrants, covenants, and agrees as follows:
(a) during the term of Employee's employment and after leaving the employment of Employer for any reason, whether involuntary or voluntary, Employee will not take any action whatsoever which may or might disturb any existing business r...