Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity: i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide; ii. Divulge the names and addresses or any information concerning any customer of the Company; iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever; iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office. b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant. c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14. d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable. e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 8 contracts
Samples: Employment Agreement (Outsource International Inc), Employment Agreement (Outsource International Inc), Employment Agreement (Outsource International Inc)
Noncompetition and Nonsolicitation. a. (a) The nature Employee hereby covenants and agrees that at no time during the Period of Employment nor for a period of two years following the termination thereof for any reason will he, without the prior written consent of the system and methods employed Board of Directors of the Company, for himself or on behalf of any other person, partnership, company or corporation, directly or indirectly, acquire any financial or beneficial interest in (except as provided in the Company's next sentence), provide consulting services to, be employed by, or own, manage, operate or control any business which is in competition with a business engaged in the solid waste industry in any state of the United States in which the Company or any subsidiary thereof are engaged in business at the time of such that termination of employment. Notwithstanding the preceding sentence, the Employee will shall not be placed prohibited from owning less than 1% of any publicly traded corporation, whether or not such corporation is in a close business and personal relationship competition with the customers of the Company Company.
(b) The Employee hereby covenants and be privy to confidential customer usage and rate information. Accordinglyagrees that, at all times during the term Period of this Agreement Employment and for a period of two years immediately following termination for any reason, the Employee shall not, without the prior written consent of the Board of Directors of the Company, solicit or take any action to cause the solicitation of any person who as of that date was a client, customer, vendor, consultant or agent of the Company to discontinue business, in whole or in part with the Company.
(c) The Employee hereby covenants and agrees that, at all times during the Period of Employment and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") thereof for any reason whatsoeverreason, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers without the prior written consent of the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer Board of Directors of the Company;
iii. Disclose , employ or seek to employ any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be person employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as at that carried on time by the Company ("Competition") within a radius or any of fifty (50) miles from its subsidiaries, or otherwise encourage or entice such person or entity to leave such employment, other than any relative of the Employee's principal office.
b. The time period covered by (d) It is the covenants intention of the parties hereto that the restrictions contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall Section be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense enforceable to the enforcement fullest extent permitted by applicable law. Therefore, to the Company extent any court of competent jurisdiction shall determine that any portion of the covenants contained herein. An alleged or actual breach of the Agreement by the Company foregoing restrictions is excessive, such provision shall not be a defense entirely void, but rather shall be limited or revised only to enforcement the extent necessary to make it enforceable. Specifically, if any court of competent jurisdiction should hold that any portion of the provisions foregoing description is overly broad as to one or more states of the United States, then that state or states shall be eliminated from the territory to which the restrictions of paragraph (a) of this Paragraph 14.
d. Employee acknowledges that he has read Section applies and the foregoing and agrees that the nature restrictions shall remain applicable in all other states of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonableUnited States.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 6 contracts
Samples: Employment Agreement (Vivendi), Employment Agreement (Vivendi), Employment Agreement (Superior Services Inc)
Noncompetition and Nonsolicitation. a. The nature Executive acknowledges that in the course of his employment with the Company he will serve as a member of the system Company’s senior management and methods employed will become familiar with the Company’s trade secrets and with other Confidential Information and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Service Term, and during the twelve (12) month period following the Service Term, or if the Company elects to pay Extension Severance, the twenty-four (24) month period following the Service Term (collectively, the “Non-compete Period”), he shall not directly or indirectly (A) own (except ownership of less than 5% of any class of securities which are listed for trading on any securities which are listed for trading on any securities exchange or which are traded in the over-the-counter market), manage, control, participate in, consult with, render services for, or in any manner engage in the operation of a regionally accredited higher education institution or any business in which Executive had significant involvement in the Company's ’s or any of its predecessors’ business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy prior to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one Executive’s Separation; (1B) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or solicit funds on behalf of, or in conjunction withfor the benefit of, any regionally accredited higher education institution other person, persons, company, partnership, corporation than the Company or business entity:
i. Call upon, divert, influence any other entity that competes with the Company; (C) solicit individuals who are current or solicit prospective students of the Company to be students for any other regionally accredited higher education institution; (D) induce or attempt to call upon, divert, influence or solicit induce any customer or customers employee of the Company nationwide;
ii. Divulge to leave the names and addresses or any information concerning any customer employ of the Company;
iii. Disclose , or in any information way interfere with the relationship between the Company and any employee thereof, or knowledge relating (E) induce or attempt to induce any student, customer, supplier, licensee or other business relation of the Company to cease doing business with, or modify its business relationship with, the Company, including but not limited toor in any way interfere with or hinder the relationship between any such student, customer, supplier, licensee or business relation and the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 3 contracts
Samples: Senior Management Agreement (Grand Canyon Education, Inc.), Senior Management Agreement (Grand Canyon Education, Inc.), Senior Management Agreement (Grand Canyon Education, Inc.)
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship During Employee’s employment with the customers of the Company and be privy for any period following employment during which he is entitled to confidential customer usage and receive post-employment compensation in any form at the rate informationof his ending Base Salary, Employee shall refrain from directly or indirectly, on his own behalf or on behalf of any other person or entity, competing with the Company or any of its subsidiaries, anywhere in North America, including but not limited to directly or indirectly engaging or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, being employed by, associated with, or in any manner connected with, or rendering services or advice to, in any capacity whatsoever (whether individually or as a shareholder (except as a shareholder owning less than 1 % or less of the outstanding capital stock of a publicly traded corporation), partner, member, director, officer, employee, or consultant), for any entity or person that engages in or is in the process of or anticipates engaging in any business which in any manner competes with the Company or any of its subsidiaries. AccordinglyIn the event that Employee violates the terms of this Section 9, at all times during the term of this Agreement covenant not to compete shall be extended for a period of time equal to the period of time that Employee was violating the terms of this Section 9. During Employee’s employment with the Company, and for a period of one twelve (112) year immediately months following the termination end of Employee's his employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoeverreason, whether voluntary or involuntary, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as with or without the Company continues to carry on the same businessexistence of post-employment compensation, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit (i) induce or attempt to call upon, divert, influence or solicit induce any customer or customers employee of the Company nationwide;
ii. Divulge to leave the names and addresses or any information concerning any customer employ of the Company;
, (ii) in any way interfere with the relationship between the Company and any of its employees, (iii. Disclose ) employ, or otherwise engage as an employee, independent contractor, or otherwise, any information or knowledge relating to employee of the Company, including but not limited to, or (iv) induce or attempt to induce any supplier or licensee of the Company's system or method of conducting Company to cease doing business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner way interfere with the ownership, management, operation relationship between any supplier or control licensee of the sameCompany. During Employee’s employment with the Company and for all time thereafter, similar Employee shall not disparage, or related line induce others to disparage, the Company, its owners, employees, practices, products or services. For purposes of business as that carried on Section 9, “employee” shall mean any then-current employee or individual who was employed by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for six (6) month period immediately preceding the end of Employee’s employment. In the event of a breach by Employee of any reason whatsoevercovenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach. Employee shall not receive will not, at any time during or after employment, disparage the Company or any of its owners, directors, officers, employees, agents, products or services. Employee will within ten days after accepting any employment, advise the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.bCompany of the identity of any employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions thereof., 7.c., 8.a. and 10 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Coleman Cable, Inc.), Employment Agreement (Coleman Cable, Inc.)
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition Non-competition and Nonsolicitation Non-solicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 1412, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 12 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 12 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 1412.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 12 at any time during the Noncompetition Non-competition and Nonsolicitation Non-solicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b.6, 7.c.7, 8.a. and 10 9 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Outsource International Inc), Employment Agreement (Outsource International Inc)
Noncompetition and Nonsolicitation. a. The nature of (i) During the system and methods employed in Restricted Period (as defined below), the Company's business is such Executive agrees that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee he shall not, for any reason whatsoeverwithout the prior authorization by resolution of the Board, directly or indirectly, for himself or on behalf ofeither as principal, agent, manager, employee, partner, shareholder, director, officer, consultant, or in conjunction otherwise (A) become engaged in, involved with, or employed in any business (other personthan as a less-than 1% equity owner of any corporation traded on any national, personsinternational, company, partnership, corporation or business entity:
i. Call upon, divert, influence regional stock exchange or solicit in the over-the-counter market) that competes with the Company or any of its affiliates; or (B) induce or attempt to call uponinduce any customer, divertclient, influence supplier, employee, agent, or solicit any customer or customers independent contractor of the Company nationwide;
ii. Divulge the names and addresses or any information concerning of its affiliates to reduce, terminate, restrict, or otherwise alter its business relationship with the Company or its affiliates; provided that the foregoing shall not prohibit the Executive, individually or in association with others, from (1) engaging in public advertisement and other forms of broad solicitation not intended to target Company employees to fulfill hiring needs, (2) hiring any customer individual who is a former employee of the Company;
iiiCompany or any subsidiary of the Company who has been separated from employment with the Company or the subsidiary of the Company for more than six months, or (3) soliciting or hiring his personal assistant(s). Disclose The provisions of this Section 10(b)(i) shall be effective only within any information state within the United States or knowledge relating to any country outside the Company, including but not limited to, United States where the Company's system Company or method any of conducting its subsidiaries conducted its business to during any person, persons, firms, corporations or other entities unaffiliated part of the Executive’s employment with the Company. The parties intend the above geographical areas to be completely severable and independent, for and any reason invalidity or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or be connected in any manner with the ownership, management, operation or control more of the sameother areas.
(ii) For purposes of this Agreement, similar or related line “Restricted Period” shall mean the period of business as that carried on the Executive’s employment by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition Term and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any the 12-month period following the Date of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.bTermination., 7.c., 8.a. and 10 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Alico Inc), Employment Agreement (Alico Inc)
Noncompetition and Nonsolicitation. a. The nature For purposes of the system Sections 5, 6, 7, 8, 9, 10 and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers 11 of this Agreement, references to the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one shall include its subsidiaries.
(1a) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee Consultant agrees that Consultant shall not, for any reason whatsoeverduring the Term (the “Non-Compete Period”), directly or indirectly, for himself without the prior written consent of the Company: (A) engage in activities or on behalf ofbusinesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction withany manner engaging in the business of owning, operating or managing any other personbusiness) anywhere in the world that are principally or primarily in the business of producing Spanish language media content, personsor owning or operating Hispanic television networks (“Competitive Activities”); provided, companythat, partnershipCompetitive Activities shall not include film-making, corporation or business entity:
i. Call upon(B) assisting any Person in any way to do, divert, influence or solicit or attempt to call upondo, divertanything prohibited by this Section 5(a)(A) above.
(b) Consultant agrees that Consultant shall not, influence during the Term and during the one-year period following termination of service (such collective duration, the “Non-Solicit Period,” and together with the Non-Compete Period, the “Restriction Period”), directly or solicit any customer or customers indirectly, without the prior written consent of the Company nationwide;
ii. Divulge perform any action, activity or course of conduct which is substantially detrimental to the names and addresses businesses or any information concerning any customer business reputations of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to(A) soliciting or encouraging (or attempting to solicit or encourage) any employee of the Company to leave the employment of the Company; (B) intentionally interfering with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company's system ; or method of conducting business to (C) assisting any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected Person in any manner with the ownershipway to do, managementor attempt to do, operation anything prohibited by Section 5(b) (A) or control of the same, similar or related line of business as that carried on by the Company ("Competition"B) within a radius of fifty (50) miles from Employee's principal office.
b. above. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 Restriction Period shall be construed as an agreement independent of tolled during (and shall be deemed automatically extended by) any other provision period in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement which Consultant is in violation of the provisions of this Paragraph 14Section 5(a).
d. Employee (c) The provisions of Section 5(a) shall not be deemed breached as a result of Consultant’s passive ownership of less than an aggregate of 5% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Consultant does not actively participate in the business of such Person.
(d) Without limiting the generality of Section 11, notwithstanding the fact that any provision of this Section 5 is determined not to be specifically enforceable, the Company may nevertheless be entitled to recover monetary damages as a result of Consultant’s material breach of such provision.
(e) Consultant acknowledges that he the Company has read a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the foregoing Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Consultant acknowledges that Consultant is being provided with significant additional consideration (to which Consultant is not otherwise entitled), including stock options and restricted stock, to induce Consultant to enter into this Agreement. Consultant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Consultant further acknowledges that although Consultant’s compliance with the nature of covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Consultant from earning a livelihood in a business similar to the geographical restrictions are reasonable given the international nature business of the Company's business. In the event , Consultant’s experience and capabilities are such that these geographical or temporal restrictions are judicially determined Consultant has other opportunities to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonableearn a livelihood and adequate means of support for Consultant and Consultant’s dependents.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 2 contracts
Samples: Consulting Agreement (Hemisphere Media Group, Inc.), Consulting Agreement (Hemisphere Media Group, Inc.)
Noncompetition and Nonsolicitation. a. The nature For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the system Company shall include its subsidiaries and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers any Affiliates of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during that are Controlled by the term of this Agreement and for a period of one Company.
(1a) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee Executive agrees that Executive shall not, for any reason whatsoever, directly or indirectly, without the prior written consent of the Company:
(i) while an employee of the Company and during the two (2)-year period following termination of employment for himself any reason (or on behalf ofin the case of a Company Non-Renewal Termination or by a non-renewal of the Executive, during the one (1)-year period following such termination), engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction withany manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other personAffiliates of the Company whose business is related to that of the Company in the business of television broadcasting, personsnewspaper publishing, companyor other digital information or entertainment services, partnershipor any other business in which the Company or any of its Affiliates is engaged (or in which the Company or any of its Affiliates has been actively planning to engage) at the time of termination (in all cases other than businesses that are immaterial to the Company), corporation including any activities or businesses of the Company, its subsidiaries or such Affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business entity:
i. Call uponrelationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), divertor assist any Person in any way to do, influence or solicit or attempt to call upondo, divertanything prohibited by this Section 5(a)(i); provided that the foregoing shall not prevent Executive from providing services as a consultant, influence employee, advisor, or solicit otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any customer discussions with, or customers participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company nationwide;
ii. Divulge and during the names and addresses two-year period following termination of employment for any reason (or in the case of a termination upon the expiration of the Initial Term in connection with a timely Company Non-Renewal Termination or by a non-renewal of the Executive, during the one-year period following such termination), (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any information concerning any customer of the Company;
iii. Disclose any information customer, client, supplier, developer, subcontractor, licensee, licensor or knowledge relating to the Company, including but not limited toother business relation of, the Company's system ; or method (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii) (A) shall not prohibit Executive from (x) conducting a general solicitation made by means of conducting business a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to any person, persons, Executive by search firms, corporations employment agencies or other similar entities, provided that such firms, agencies or entities unaffiliated with have not been instructed by Executive to solicit any such employee or Person or category thereof. The periods during which the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control provisions of the same, similar or related line of business as that carried on by the Company ("Competition"Section 5(a) within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 apply shall be construed as an agreement independent of tolled during (and shall be deemed automatically extended by) any other provision period in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement which Executive is in violation of the provisions of this Paragraph 14Section 5(a), to the extent permitted by law.
d. Employee (b) The provisions of Section 5(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any publicly traded class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities.
(c) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company he has read will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the foregoing Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the nature of covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the geographical restrictions are reasonable given the international nature business of the Company's business. In the event , Executive’s experience and capabilities are such that these geographical or temporal restrictions are judicially determined Executive has other opportunities to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonableearn a livelihood and adequate means of support for Executive and Executive’s dependents.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature Since the Consultant has obtained in the course of his employment with the Company and his service as Chairman of the system Board, and methods employed is likely to obtain in the Company's course of his service as a consultant hereunder, knowledge of trade secrets, know-how, products and services (including products and services under development), techniques, methods, lists, computer programs and software and other confidential information relating to the Company and its Affiliates, and their employees, clients, business is such that Employee or business opportunities, the Consultant hereby undertakes that, during the period beginning on the date hereof and ending on April 25, 2012:
(a) the Consultant will be placed in a close business not (either alone or jointly with or on behalf of others and personal relationship whether directly or indirectly) encourage, entice, solicit or endeavor to encourage, entice or solicit away from employment with the customers Company or its Affiliates, or hire or cause to be hired, any officer or employee of the Company or its Affiliates (or any individual who was within the prior twelve months an officer or employee of the Company or its Affiliates), or encourage, entice, solicit or endeavor to encourage, entice or solicit any individual to violate the terms of any employment agreement or arrangement between such individual and the Company or any of its Affiliates;
(b) the Consultant will not (either alone or jointly with or on behalf of others and whether directly or indirectly) interfere with or disrupt or seek to interfere with or disrupt (A) the relationships between the Company and its Affiliates, on the one hand, and any customer or client of the Company and be privy to confidential customer usage and rate information. Accordinglyits Affiliates, at all times on the other hand, (including any insured or reinsured party) who during the term period of twenty-four months immedi- ately preceding the date of this Agreement shall have been such a customer or client, or (B) the supply to the Company and for a its Affiliates of any services by any supplier or agent or broker who during the period of one (1) year twenty-four months immediately following preceding the termination date of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference shall have supplied services to this Paragraph 14any such person, so long nor will the Consultant interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided; and
(c) the Consultant, without the express written consent of the Company continues to carry (which shall not be unreasonably withheld), will not (either alone or jointly with or on behalf of others and whether directly or indirectly) whether as an employee, consultant, partner, principal, agent, distributor, representative, director or stockholder (except solely as a less than one percent stockholder of a publicly traded company), engage in any activities in Bermuda, the same businessUnited States or greater London if such activities are competitive with the businesses that (i) are then being conducted by the Company or its Affiliates and (ii) during the period of the Consultant’s employment or consultancy were either being conducted by the Company or its Affiliates or actively being developed by the Company or its Affiliates. For purposes of this Agreement, Employee shall not, for an “Affiliate” of the Company means any reason whatsoeverperson, directly or indirectly, for himself through one or on behalf ofmore intermediaries, controlling, controlled by, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated under common control with the Company, for any reason or purpose whatsoever;
ivand such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries. Own, manage, operate, control, be employed by, participate in or be connected in any manner with The limitations on the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants Consultant set forth in this Paragraph 14 Section 6 shall also apply to any agent or other representative acting on behalf of the Consultant. While the restrictions aforesaid are considered by both parties to be reasonable in all the circumstances it is recognized that restrictions of the nature in question may fail for reasons unforeseen and accordingly it is hereby declared and agreed that if any of such restrictions or the geographic, duration or other scope thereof shall be construed adjudged to be void as an agreement independent going beyond what is reasonable in the circumstances for the protection of any other provision in this Agreement and existence the interests of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company and its Affiliates but would be valid if part of the covenants contained herein. An alleged wording thereof were deleted and/or the periods thereof reduced and/or geographic or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these other area dealt with thereby reduced in scope then said restrictions shall apply with such modifications as may be judicially reformed necessary to the maximum restrictions which are reasonablemake them valid and effective.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature of (a) Xxxxxxx Xxxxxxxx and Xxxx Xxxxx (each a “Restricted Seller,” and together the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly“Restricted Sellers”) each hereby agrees that, at all times during the term of this Agreement and for a period of one three (13) year immediately years following the termination of Employee's employment hereunder Closing Date (the "Noncompetition and Nonsolicitation “Noncompete Period") for any reason whatsoever”), and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee Restricted Seller shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf ofengage in, or be associated in conjunction withany way with or have any direct or indirect interest of any nature whatsoever in any business that engages in the formulation, design, development, manufacture, production, sale, distribution, licensing or other disposition (at wholesale or retail, on commission or otherwise) anywhere in any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;
ii. Divulge geographical areas where the names and addresses Acquired Companies currently conduct business of any products or services which are competitive with any information concerning products or services developed or under development by, manufactured, produced, sold, licensed or otherwise distributed or provided by any customer of the Company;
iiiAcquired Companies as of the Closing Date (a “Competitive Business”). Disclose any information Without limiting the generality of the foregoing, each Restricted Seller agrees that, during the Noncompete Period, such Restricted Seller shall not, directly or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Ownindirectly: (i) own, manage, operate, controljoin, be employed by, control or participate in any way in, or be connected as an officer, employee, representative, agent, consultant, independent contractor, advisor, partner, director, trustee, stockholder, member, investor, lender, creditor, guarantor or otherwise in any manner with, any Competitive Business; or (ii) call upon, solicit, divert, attempt to solicit or divert, or conduct or carry on any business with the ownership, management, operation or control any of the sameformer customers, similar current customers or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation potential customers of any covenant or any period(s) of time required the Acquired Companies for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent the benefit of any other provision in this Agreement Competitive Business. Notwithstanding the foregoing: (A) it is understood and existence of any potential or alleged claim or cause of action of Employee against agreed that the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company Restricted Seller’s service as members of the covenants contained hereinBoard of Directors of Xxxxx Xxxx, Inc. (and, for no longer than six (6) months at a time, Xx. An alleged or actual breach Xxxxx’x potential participation in the operations of the Agreement by the Company Xxxxx Xxxx, Inc.) shall not be considered a defense to enforcement violation of the provisions of this Paragraph 14Section 5.16(a); (B) nothing herein shall prohibit a Restricted Seller from owning for investment purposes less than one percent (1%) of the outstanding capital stock of any company engaged in a Competing Business with securities traded on a nationally recognized securities exchange; (C) it is understood and agreed that Xx. Xxxxx’x passive direct and indirect investments in portfolio companies of Highlander, his employment at Highlander and his participation in Highlander’s profits shall not be considered a violation of the provisions of this Section 5.16(a) so long as he is not providing services to a Competitive Business (except as permitted by clause (A); (D) it is understood and agreed that Xx. Xxxxxxxx’x and Xx. Xxxxx’x stock and other ownership interests in Xxxxx Xxxx, Inc. shall not be considered violations of the provisions of this Section 5.16(a) and (E) nothing herein shall prohibit Xx. Xxxxxxxx from owning for investment purposes ownership interests in Spring Creek Holdings.
d. Employee acknowledges that he has read the foregoing and agrees that the nature (b) None of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonableSellers shall, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition period beginning on the date of this Agreement and Nonsolicitation Period ending on the fifth (5th) anniversary of the Closing Date, directly or indirectly, either for such Seller’s own account or for the account of any other Person: (i) solicit the employment of, hire or engage, for such Seller’s own account or for others, any employee of any Acquired Company, the Buyer or any Subsidiary of the Buyer; or (ii) encourage, induce, solicit or endeavor to cause any employee of any Acquired Company, the Buyer or any Subsidiary of the Buyer to terminate, alter in any way or breach his, her or its relationship or agreement with any Acquired Company, the Buyer or any Subsidiary of the Buyer; provided, however, that the foregoing restrictions shall not apply to (A) hiring or soliciting any employee, consultant or independent contractor (other than Xxxxxxx Xxxxxxxx) that has been terminated by any of the Acquired Companies or the Buyer or any Subsidiary of the Buyer after the Closing Date, or (b) hiring or soliciting any persons (other than Xxxxxxx Xxxxxxxx and his direct reports) by any portfolio company of Highlander.
(c) If any provision contained in this Section 5.16 shall for any reason whatsoeverbe held invalid, Employee illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not receive affect any other provisions of this Section 5.16, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the termination benefits he otherwise restrictions or covenants contained herein 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 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.
(d) Each of the Sellers acknowledges that the Buyer would be irreparably harmed by any breach of Section 5.06 or this Section 5.16, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Each of the Sellers therefore agrees that the Buyer shall be entitled to receive pursuant injunctive or other appropriate equitable relief in the event of any breach or threatened breach by a Seller of any of the provisions of Section 5.06 or this Section 5.16 (in addition to Paragraphs 7.bany other remedy to which it may be entitled, at law or in equity), and each of the Sellers consents to the entry thereof., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The (a) During Employee’s employment with the Company, Employee shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or entity that competes with the Company’s business, whether for compensation or otherwise, or engage in any business activities competitive with the Company’s business, whether alone, as an Employee, as a partner, or as a shareholder (other than as the holder of not more than one percent of the system and methods employed combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity of any other entity. Notwithstanding the Company's business is such that Employee will foregoing, the expenditure of reasonable amounts of time as a member of other companies’ Board of Directors shall not be placed in deemed a close business and personal relationship breach of this if those activities do not materially interfere with the customers of services required under this Agreement.
(b) In order to protect the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term from unauthorized use of this Agreement and for a period of one (1) year immediately Proprietary Information following the termination of Employee's ’s employment hereunder either: (i) by the "Noncompetition and Nonsolicitation Period"Company for Cause; or (ii) by the Employee for any reason whatsoeverprior to August 12, and 2007, for a period of 12 months following such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same businesstermination, Employee shall not, for any reason whatsoever, will not directly or indirectlyindirectly (A) recruit, for himself solicit or on behalf ofinduce, (B) attempt to recruit, solicit or induce, (C) encourage any person or entity to recruit, solicit or induce, or in conjunction with(D) encourage any person or entity to attempt to recruit, solicit or induce, any other personemployee, personsconsultant, companyagent, partnershipphysician, corporation or business entity:
i. Call uponhospital, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers supplier of the Company nationwide;
ii. Divulge the names and addresses to terminate their employment with, or any information concerning any customer of otherwise cease, suspend, modify or amend their relationship with the Company;.
iii. Disclose any information or knowledge relating (c) In order to protect the CompanyCompany from unauthorized use of Proprietary Information following the termination of Employee’s employment by the Company without Cause, including but not limited to, at the Company's system or method election of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for a period of either three or 12 months following such termination (the “Paid Nonsolicitation Period”), Employee will not directly or indirectly (i) recruit, solicit or induce, (ii) attempt to recruit, solicit or induce, (iii) encourage any person or entity to recruit, solicit or induce, or (iv) encourage any person or entity to attempt to recruit, solicit or induce, any employee, consultant, agent, physician, hospital, customer or supplier of the Company to terminate their employment with, or otherwise cease, suspend, modify or amend their relationship with the Company. Within two business days of such termination, the Company shall notify the Employee of its intention to enforce either a three-month or 12-month Paid Nonsolicitation Period. Following such election by the Company, in consideration for the Employee’s performance of Employee’s obligations during the Paid Nonsolicitation Period, the Company shall pay the Employee’s salary as set forth in Section 4.1 during the applicable Paid Nonsoliciation Period. As additional consideration during the Paid Nonsolicitation Period, the Company shall agree to waive its option to repurchase 70% of the Restricted Shares and to take all such other actions to allow such Restricted Shares to vest to the Employee in accordance with the terms of the agreements governing the issuance of such Restricted Shares.
(d) In order to protect the Company from unauthorized use of Proprietary Information following the termination of Employee’s employment by the Employee for any reason after August 12, 2007, for a period of 12 months following such termination (the “Employee Termination Nonsolicitation Period”), Employee will not directly or purpose whatsoever;
indirectly (i) recruit, solicit or induce, (ii) attempt to recruit, solicit or induce, (iii) encourage any person or entity to recruit, solicit or induce, or (iv. Own) encourage any person or entity to attempt to recruit, managesolicit or induce, operateany employee, controlconsultant, be employed byagent, participate in physician, hospital, customer or be connected in any manner supplier of the Company to terminate their employment with, or otherwise cease, suspend, modify or amend their relationship with the ownership, management, operation or control Company. Within two business days of the same, similar or related line of business as that carried on a termination by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Companywithout Cause, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense notify the Employee of its intention to enforcement enforce the Employee Termination Nonsolicitation Period. In consideration for the Employee’s performance of Employee’s obligations during the Employee Termination Nonsolicitation Period, the Company shall agree to waive its option to repurchase 70% of the provisions of this Paragraph 14.
d. Restricted Shares and to take all such other actions to allow such Restricted Shares to vest to the Employee acknowledges that he has read in accordance with the foregoing and agrees that the nature terms of the geographical restrictions are reasonable given agreements governing the international nature issuance of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonablesuch Restricted Shares.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the system Company shall include its subsidiaries and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers any Affiliates of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during that are Controlled by the term of this Agreement and for a period of one Company.
(1a) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee Executive agrees that Executive shall not, for any reason whatsoever, directly or indirectly, for himself without the prior written consent of the Company:
(i) while an employee of the Company and during the two-year period following termination of employment, engage in activities or on behalf ofbusinesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction withany manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other personAffiliates of the Company whose business is related to that of the Company in the business of television broadcasting, personsnewspaper publishing, companyor other digital information or entertainment services, partnershipor any other business in which the Company or any of its Affiliates is engaged (or in which the Company or any of its Affiliates has been actively planning to engage) at the time of termination (in all cases other than businesses that are immaterial to the Company), corporation including any activities or businesses of the Company, its subsidiaries or such Affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business entity:
i. Call uponrelationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), divertor assist any Person in any way to do, influence or solicit or attempt to call upondo, divertanything prohibited by this Section 5(a)(i); provided, influence however, that the foregoing shall not prevent Executive from providing legal services to any Person, including any Person that engages in Competitive Activities, following termination of employment or solicit be interpreted in any customer way that would otherwise violate Rule 5.6 of the Illinois Rules of Professional Conduct, provided, further, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or customers otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company nationwide;
ii. Divulge and during the names and addresses two-year period following termination of employment, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any information concerning any customer of the Company;
iii. Disclose any information customer, client, supplier, developer, subcontractor, licensee, licensor or knowledge relating to the Company, including but not limited toother business relation of, the Company's system ; or method (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii)(A) shall not prohibit Executive from (x) conducting a general solicitation made by means of conducting business a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to any person, persons, Executive by search firms, corporations employment agencies or other similar entities, provided that such firms, agencies or entities unaffiliated with have not been instructed by Executive to solicit any such employee or Person or category thereof. The periods during which the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control provisions of the same, similar or related line of business as that carried on by the Company ("Competition"Section 5(a) within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 apply shall be construed as an agreement independent of tolled during (and shall be deemed automatically extended by) any other provision period in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement which Executive is in violation of the provisions of this Paragraph 14Section 5(a), to the extent permitted by law.
d. Employee (b) The provisions of Section 5(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1 % in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities.
(c) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company he has read will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the foregoing Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the nature of covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the geographical restrictions are reasonable given the international nature business of the Company's business. In the event , Executive’s experience and capabilities are such that these geographical or temporal restrictions are judicially determined Executive has other opportunities to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonableearn a livelihood and adequate means of support for Executive and Executive’s dependents.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature (a) NONCOMPETITION. Executive acknowledges and agrees with the Company that in the course of his employment with the system Company and methods employed in its Subsidiaries he shall become familiar with the Company's business is such that Employee will be placed in a close business trade secrets and personal relationship with the customers of other Confidential Information concerning the Company and its Subsidiaries, that Executive's services to the Company and its Subsidiaries are unique in nature and of an extraordinary value to the Company, and that the Company would be privy irreparably damaged if Executive were to confidential customer usage provide similar services to any person or entity competing with the Company or any of its Subsidiaries or engaged in similar business. In consideration of and rate information. Accordingly, at all times during as an inducement to the term of Company's entering into this Agreement and for a period issuing the Executive Securities hereunder, and in further consideration of one (1) year immediately following the termination of EmployeeExecutive's compensation and severance payments under Executive's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as arrangement with the Company continues to carry on and its Subsidiaries, Executive accordingly covenants and agrees with the same businessCompany that during the Noncompete Period (as defined below), Employee Executive shall not, for any reason whatsoever, directly or indirectly, either for himself or on behalf of, or in conjunction with, for any other personindividual, persons, companycorporation, partnership, corporation joint venture or other entity, participate in any business entity:
i. Call upon, divert, influence or solicit enterprise that engages or attempt proposes to call upon, divert, influence or solicit engage in any customer or customers of business conducted by the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Companyits Subsidiaries (including, including but not limited to, the Company's system sale or method provision of conducting local switched dialtone telecommunication services) in any geographical market in which the Company or any of its Subsidiaries conducts business (or any geographical market with respect to which the Company proposes in good faith to conduct business, as evidenced by an Approved Business Plan or a Board resolution authorizing the Company to use its resources to investigate or otherwise pursue an opportunity in such market). For purposes of this Agreement, the term "participate in" shall include, without limitation, having any persondirect or indirect interest in any corporation, personspartnership, firms, corporations joint venture or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Companyentity, whether predicted on this Agreement as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, shall not constitute or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a defense director, officer, manager, supervisor, employee, agent, consultant or otherwise), other than ownership of up to the enforcement by the Company 2% of the covenants contained hereinoutstanding stock of any class which is publicly traded. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and Executive agrees that the nature of the this covenant is reasonable with respect to its duration, geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonablearea, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonableand scope.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwideCompany;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firmsf~rms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal officethe United States.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. (a) The nature of the system Executive hereby covenants and methods employed in the Company's business is such agrees that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement Term and for a period of one (1) year the respective periods set forth below immediately following the termination by the Company or the Executive, as applicable, of Employee's his employment hereunder (under the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be respective circumstances set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee below he shall not, for without the prior written consent of the Board, at any reason whatsoevertime, directly or indirectly, for himself on his own behalf or on behalf of, or in conjunction with, of any other person, persons, company, partnership, corporation or business entityPerson:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own(i) own, manage, operate, control, be employed by, participate in in, provide consulting services to, or be connected or associated in any manner with the ownership, management, operation or control of any business which is in competition with the sameCompany (in the business in which the Company is substantially engaged during the Term in the case of acts committed during the Term or in the business in which the Company is substantially engaged at the time of termination of Executive's Employment in the case of acts committed after the Term) or any of its Affiliates in any state of the United States or in any foreign country in which any of them are engaged in business during the Term in the case of acts committed during the Term or in any state of the United States or in any foreign country in which any of them are engaged in business at the time of termination of Executive's employment in the case of acts committed after the Term for as long as the Company continues to conduct such business (the "Non-Compete"); provided, similar however, that nothing in this Agreement shall preclude the executive from owning less than five percent of any class of publicly traded equity of any entity and provided further, however, that the foregoing Non-Compete shall not apply to Executive's performance of legal services after the termination of Executive's Employment.
(ii) solicit or related line take any action to cause the solicitation of, or recommend that, any supplier, client, customer, contractor, vendor, agent or consultant of the Company or any of its Affiliates or other Person having business as that carried on relations with the Company, discontinue business or cease such relationship, in whole or in part, with the Company or any of its Affiliates (the "Customer Non-Solicit"),
(iii) employ any Person employed by the Company or any of its Affiliates at the time of, or during the 12 months preceding, such termination of the Executive's employment with the Company (the "CompetitionNon-Hire") within a radius or
(iv) solicit for employment (other than through unaffiliated employment recruiting or placement firms or services who are not specifically directed to solicit employees of fifty (50the Company or provided with the names of any such employees) miles from Employee's principal office.
b. The time period covered any Person employed by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant Company or any period(sof its Affiliates at the time of, or during the 12 months preceding such termination of the Executive's employment with the Company, or otherwise encourage or entice any such Person to leave such employment (the "Employee Non-Solicit"), Customer Employee Reason for Termination Non-Compete Non-Solicit Non-Hire Non-Solicit ---------------------- ----------- ----------- -------- ----------- Good Reason 1/2 year 1 1/2 years 1 1/2 years 1 1/2 years For Cause other than 2 years 1 1/2 years 1 1/2 years 1 1/2 years Non-Performance For Non-Performance 1/2 year 1 1/2 years 1 1/2 years 1 1/2 years Company Termination 0 years 1 1/2 years 1 1/2 years 1 1/2 years for other than Cause and Disability Voluntary Resignation not for 1 year 1 1/2 years 1 1/2 years 1 1/2 years Good Reason 11 Company Failure to Renew 0 years 1 1/2 years 1 1/2 years 1 1/2 years Executive Failure to Renew 0 years 1 1/2 years 1 1/2 years 1 1/2 years Disability 0 years 1 1/2 years 1 1/2 years 1 1/2 years
(b) of time required for litigation to enforce any covenant.The Employee acknowledges and agrees that
c. The (i) the restrictive covenants set forth in this Paragraph 14 shall Section 8 (the "Restrictive Covenants") are reasonable and valid in geographical and temporal scope and in all other respects, and
(ii) it is the intention of the parties hereto that the Restrictive Covenants be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense enforceable to the enforcement fullest extent permitted by the Company applicable law. Therefore, if any court determines that any of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in CompetitionRestrictive Covenants, or any conduct expressly prohibited by this Paragraph 14 at any time during part thereof, is invalid or unenforceable, the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee remainder of the Restrictive Covenants shall not receive thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts. Specifically, if any court of competent jurisdiction should hold that any portion of the Restrictive Covenants is overly broad as to one or more states of the United States or one or more foreign jurisdictions, then that state or states or foreign jurisdiction or jurisdictions shall be eliminated from the territory to which the Restrictive Covenants apply and the restrictions shall remain applicable in all other states of the United States and foreign jurisdictions.
(c) If any court determines that any of the termination benefits he otherwise would Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, such court shall have the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such restrictive covenant shall then be entitled to receive pursuant to Paragraphs 7.bvalid and enforceable., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;
ii. Divulge the names and addresses or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he she has read the foregoing and agrees that the nature of the geographical restrictions are is reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he she otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship During Employee’s employment with the customers of the Company and be privy for any period following employment during which he is entitled to confidential customer usage receive post-employment compensation in any form at the rate of his ending Base Salary, Employee shall refrain from directly or indirectly, on his own behalf or on behalf of any other person or entity, competing with the Company or any of its subsidiaries, anywhere in North America, including but not limited to directly or indirectly engaging or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, being employed by, associated with, or in any manner connected with, or rendering services or advice to, in any capacity whatsoever (whether individually or as a shareholder (except as a shareholder owning less than 1% or less of the outstanding capital stock of a publicly traded corporation), partner, member, director, officer, employee, or consultant), for any entity or person that engages in or is in the process of or anticipates engaging in the manufacture of wire and rate informationcable products. AccordinglyIn the event that Employee violates the terms of this Section 9, at all times during the term of this Agreement covenant not to compete shall be extended for a period of time equal to the period of time that Employee was violating the terms of this Section 9. During Employee’s employment with the Company, and for a period of one twelve (112) year immediately months following the termination end of Employee's his employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoeverreason, whether voluntary or involuntary, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as with or without the Company continues to carry on the same businessexistence of post-employment compensation, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit (i) induce or attempt to call upon, divert, influence or solicit induce any customer or customers employee of the Company nationwide;
ii. Divulge to leave the names and addresses or any information concerning any customer employ of the Company;
, (ii) in any way interfere with the relationship between the Company and any of its employees, (iii. Disclose ) employ, or otherwise engage as an employee, independent contractor, or otherwise, any information or knowledge relating to employee of the Company, including but not limited to, or (iv) induce or attempt to induce any supplier or licensee of the Company's system or method of conducting Company to cease doing business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner way interfere with the ownership, management, operation relationship between any supplier or control licensee of the sameCompany. During Employee’s employment with the Company and for all time thereafter, similar Employee shall not disparage, or related line induce others to disparage, the Company, its owners, employees, practices, products or services. For purposes of business as that carried on Section 9, “employee” shall mean any then-current employee or individual who was employed by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for six (6) month period immediately preceding the end of Employee’s employment. In the event of a breach by Employee of any reason whatsoevercovenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach. Employee shall not receive will not, at any time during or after employment, disparage the Company or any of its owners, directors, officers, employees, agents, products or services. Employee will within ten days after accepting any employment, advise the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.bCompany of the identity of any employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions thereof., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The (a) During his employment with the Company, Executive shall not, directly or indirectly, render services of a business, professional or commercial nature of the system and methods employed in to any other person or entity that competes with the Company's business, whether for compensation or otherwise, or engage in any business is such that Employee will be placed in a close business and personal relationship activities competitive with the customers Company's business, whether alone, as an employee, as a partner, or as a shareholder (other than as the holder of not more than one percent of the Company and combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity of any other entity. Notwithstanding the foregoing, the expenditure of reasonable amounts of time as a member of other companies' Board of Directors shall not be privy to confidential customer usage and rate information. Accordingly, at all times during the term deemed a breach of this Agreement and if those activities do not materially interfere with the services required under this Agreement.
(b) For a period of two (2) years after the termination of Executive's employment with the Company for any reason, Executive will not directly or indirectly, absent the Company's prior written approval, render services of a business, professional or commercial nature to any other person or entity relating to dynamic functional imaging (the "Business") in the geographical area in which the Company does business, whether for compensation or otherwise.
(c) For a period of one (1) year immediately following the after termination of EmployeeExecutive's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoeverreason, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14Executive will not recruit solicit or induce, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call uponinduce, divert, influence any employee or solicit any customer or customers employees of the Company nationwide;
ii. Divulge the names and addresses to terminate their employment with, or any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited tootherwise cease their relationship with, the Company; or
(d) For a period of two (2) years after termination of Executive's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, employment for any reason reason, Executive will not solicit, divert or purpose whatsoever;
iv. Owntake away, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation attempt to divert or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonabletake away, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, business or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive patronage of any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.bclients, customers or accounts, or prospective clients, customers or accounts of the Company which were contacted, solicited or served by Executive while employed by the Company., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature Employee hereby acknowledges that, during and solely as a result of his employment by the Employer and/or the Employer's affiliate, he may have received and shall continue to receive: (1) special training and education with respect to the operations of a retail clothing chain and other related matters, and (2) access to confidential information and business and professional contacts. In consideration of the system special and methods employed unique opportunities afforded to the Employee by the Employer as a result of the Employee's employment, as outlined in the Company's business is such that previous sentence, the Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during hereby agrees as follows:
(a) During the term of the Employee's employment, whether pursuant to this Agreement and Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of one two (12) year immediately following years after the termination of Employee's his employment hereunder (with the "Noncompetition and Nonsolicitation Period") for any Employer, regardless of the reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14termination, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself enter into, engage in, be employed by or on behalf consult with any business which competes with the business of the Employer by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Employer or included in conjunction withthe product lines then developed by the Employer for sale or production, or by engaging in transactions with any other person who was a vendor of merchandise to the Employer; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Employer has not purchased or is not expected to purchase in excess of $250,000 of merchandise in any one fiscal year. The Employee shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, persons, companyfirm, partnership, corporation or other entity so competing with the Employer. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business entity:investments that do not in any manner conflict with the services to be rendered by the Employee for the Employer and that do not diminish or detract from the Employee's ability to render his required attention to the business of the Employer.
i. Call upon(b) During his employment with the Employer and, divertexcept as may be otherwise herein provided, influence for a period of two (2) years following the termination of his employment with the Employer, regardless of the reason for such termination, the Employee agrees he will refrain from and will not, directly or solicit indirectly, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or attempt to call upon, divert, influence or otherwise (1) solicit any customer of the employees of the Employer to terminate their employment or (2) accept employment with or seek remuneration by any of the clients or customers of the Company nationwide;
ii. Divulge Employer with whom the names and addresses or any information concerning any customer Employer did business during the term of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal officeemployment.
b. (c) The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation during which the Employee is prohibited from engaging in certain business practices pursuant to enforce Sections 11(a) or (b) shall be extended by any covenantlength of time during which the Employee is in breach of such covenants.
c. The (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) are essential elements of this Paragraph 14 Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as an agreement agreements independent of any other provision in this Agreement and Agreement. The existence of any potential or alleged claim or cause of action of the Employee against the CompanyEmployer, whether predicted predicated on this Agreement Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company Employer of such covenants.
(e) It is agreed by the Employer and Employee that if any portion of the covenants contained hereinset forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. An alleged The Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or actual breach of the Agreement by the Company shall not specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the lesser time period or geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially area which is determined to be unreasonablereasonable, non-arbitrary and not against public policy may be enforced against the parties Employee. The Employer and the Employee agree that these restrictions shall be judicially reformed to the maximum restrictions which foregoing covenants are reasonable.
e. Notwithstanding anything to the contrary contained herein, appropriate and reasonable when considered in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any light of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.bnature and extent of the business conducted by the Employer., 7.c., 8.a. and 10 hereof.
Appears in 1 contract
Noncompetition and Nonsolicitation. a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during During the term of Employment and subject to the terms of this Agreement and Section 5, for a period of one two (12) year immediately years following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as with the Company continues to carry on and absent the same businessCompany's prior written approval following instruction by its Board including the Board representative elected by the holders of the Series E Preferred Stock, Employee shall will not, for any reason whatsoever, :
(i) directly or indirectly, for himself indirectly engage in activities (similar or on behalf of, reasonably related to those in which Employee has engaged in during his employment with the Company) nor render services (similar or reasonably related to those which Employee has rendered during his employment with the Company) in conjunction with, either case to any other person, persons, company, partnership, corporation firm or business entity:organization which directly or indirectly competes with the Company in any line of business engaged in (or planned to be engaged in as evidenced by any writing by the Board of Directors of the Company or any officers and/or employees of the Company; or any oral discussions by the Board of Directors of the Company or any officers and/or employees of the Company; or any minutes or writing regarding any Company meetings, including meetings of the Board; or any strategic or business plan of the Company) by the Company, whether now existing or hereafter established; and/or
i. Call upon, divert, influence or solicit (ii) divert or attempt to call upondivert from the Company any business of any kind in which it is engaged, divertincluding, influence or solicit any customer or without limitation, diversion through the solicitation of customers of the Company nationwide;
ii. Divulge the names and addresses or interference with any information concerning any customer of the Company;
iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.
d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In suppliers or customers; and/or
(iii) solicit for employment any person employed by the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 Company at any time before or during the Noncompetition one year period following termination of this Agreement; and/or
(iv) engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for or on behalf of any such firm or business organization, and Nonsolicitation Period for any reason whatsoeverEmployee agrees not to entice, Employee shall not receive induce or encourage any of the termination benefits he otherwise Company's other employees to engage in any activity which, were it done by Employee, would be entitled to receive pursuant to Paragraphs 7.bviolate any provision of the Company's standard form of Proprietary Information Agreement; and/or
(v) invest in any company or business engaging in any of the foregoing., 7.c., 8.a. and 10 hereof.
Appears in 1 contract