Noncompetition and Other Restrictive Covenants Sample Clauses

Noncompetition and Other Restrictive Covenants. In exchange for the consideration offered hereunder, the receipt and sufficiency of which is hereby acknowledged by Executive, Executive agrees as follows.
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Noncompetition and Other Restrictive Covenants. (a) Consultant agrees that at all times during the term of this Agreement and for six months following its termination, he will not, within any state in which the Company has operations, as principal, agent, partner, employee, consultant, distributor, dealer, contractor, broker or trustee, or through the agency of any corporation, partnership, association, or agent or agency, engage directly or indirectly, in the business of the Company, and shall not be the owner of the outstanding capital stock of any corporation, other than the Company, which conducts a business of the development of new and improved products, within the territory described above, provided, however, that Consultant may own up to Ten Percent (10%) of the outstanding stock of any publicly traded corporation regardless of its business so long as he has no other relationships with such corporation. (b) Consultant further agrees that for a period of six months after the termination of this Agreement, he will not directly or indirectly (i) induce any customers or suppliers of the Company to patronize any business which competes with the Company; (ii) canvas, solicit or accept any similar business from any customer or supplier of the Company; (iii) directly or indirectly request or advise any customers or suppliers of the Company to withdraw, curtail, or cancel such customer’s or supplier’s business with the Company; or (iv) directly or indirectly disclose to any other person, firm or corporation the names and addresses of any of the customers or suppliers of the Company. (c) If the provisions of this section are violated, in whole or in part, the Company shall be entitled, upon application to any court of proper jurisdiction, to restrain and enjoin Consultant from such violation without prejudice to any other remedies the Company may have at law or in equity.
Sample 1
Noncompetition and Other Restrictive Covenants. You and the Company are parties to an Employment Agreement dated March 29, 2012 (the “Employment Agreement”) that contains noncompetition and other restrictive covenants and a Confidentiality and Inventions Assignment Agreement dated March 29, 2012 (the “Confidentiality Agreement”) that contains non-solicitation and other restrictive covenants. You hereby acknowledge and agree that the Employment Agreement and the Confidentiality Agreement and your obligations under each such agreement continue in effect and that such obligations constitute part of these Participant’s Obligations for all purposes under the Agreement.
Sample 1
Noncompetition and Other Restrictive Covenants. During the Consulting Period and for a period of six (6) months thereafter, Xx. Xxxx shall not, directly or indirectly, for himself or on behalf of any other person or entity (whether as a contractor, consultant, agent, partner, principal, investor, employee, officer, director or otherwise), except with the prior written consent of ADE as authorized by its Board of Directors (which may be granted or withheld in the sole discretion of the Board of Directors): (a) engage, or assist others engaged, in whole or in part, in any business in competition with the business of ADE or any of its affiliated entities (Xx. Xxxx'x ownership of not more than five percent (5%) of the outstanding stock of a publicly traded corporation shall not, by itself, violate this Paragraph 5(a)); (b) solicit or accept business from any person or entity that is a client or active prospect of ADE or any of its affiliated entities, or that was such a client or active prospect during Xx. Xxxx'x employment with ADE or during the Consulting Period, or induce or encourage any such client or prospect to sever its relationship with ADE or any of its affiliated entities; or (c) solicit, recruit or hire (whether as an employee, principal, consultant or otherwise) any employee or consultant of ADE or any of its affiliated entities, or any person who was such an employee or consultant during the six (6) month period prior to the solicitation, recruitment or hiring, or induce or encourage any such person to terminate his or her association with ADE or any of its affiliated entities; except that Mr. Xxxx xxx retain independent consultants on a part-time basis PROVIDED that such retention shall not violate Sections 5(a) or 5(b) hereof, interfere with or take precedence over any consulting work being provided by such consultant to ADE or reduce or interfere with any relationship such consultant may have with ADE. Any request by Xx. Xxxx for consent of ADE under this Paragraph 5 shall be considered and decided by the Board of Directors no later than at its next meeting following receipt of such request.
Sample 1
Noncompetition and Other Restrictive Covenants. For and in consideration of the purchase of certain Assets of Seller, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and expressed, Seller agrees that: (a) With regard to the rights to operate outdoor advertising displays at the locations being purchased by Buyer in the Asset Purchase Agreement, the parties agree that setting a definite term to protect the legitimate expectations of Buyer is difficult because of the long-term nature of the Leases and Permits being purchased and the ongoing uncertainty of the duration of any Lease renewal or extensions. Therefore, it is the express intention and agreement of the parties that the duration of the Seller's agreement not to compete for Leases or Permits or renewals of Leases or Permits or otherwise interfere with Buyer's rights to operate the signs at the locations where the signs are now located should extend as long as is necessary to protect the value to Buyer of the Assets purchased. The parties specifically agree that the term of twenty (20) years from the date of execution is a reasonable restriction on Seller's competition for Leases and Permits because it allows two (2) standard ten (10) year extensions of those Leases which are currently in need of renewal. (b) During the ten (10) year period commencing with the Closing Date, Seller and any Affiliate will afford Buyer a right of first refusal with respect to any sale by Seller of any outdoor advertising Lease, Sign, or Permit within the Market. (c) Seller shall not solicit any employee, independent contractor or other person currently providing services to Seller to terminate or refuse such services to Buyer within 5 years after the Closing Date unless such employee, independent contractor or other person has been terminated or is no longer doing business with Buyer. (d) Except to the extent Seller is required by any Court order to disclose said information or are otherwise required by law to disclose said information, Seller agrees to keep secret and to maintain the secrecy of all information pertaining to the Assets and further agrees that Seller shall not disclose such information to any third party for any purpose, without the express written permission of Buyer.
Sample 1

Related to Noncompetition and Other Restrictive Covenants

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

  • Protective Covenants In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”): (a) During the Grantee’s Service with the Company, and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Grantee or for the benefit of any third party, nor shall the Grantee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Grantee or any third party. (b) During the Grantee’s Service with the Company and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee shall not, directly or indirectly, on behalf of the Grantee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company’s employ (or the employ of any such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever. (c) The Grantee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation. (d) The Grantee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Grantee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Grantee, all of the Grantee’s rights to receive Performance Shares not theretofore delivered under this Agreement shall be forfeited. (e) For purposes of this section 9, the term “Company” shall include all Subsidiaries and other Affiliates of the Company (such Subsidiaries and other Affiliates being hereinafter referred to as the “NextEra Entities”). The Company and the Grantee agree that each of the NextEra Entities is an intended third-party beneficiary of this section 9, and further agree that each of the NextEra Entities is entitled to enforce the provisions of this section 9 in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • TENANCIES AND RESTRICTIVE COVENANTS The Property is believed to be and shall be taken to be correctly described and is sold subject to all express conditions, restrictions-in-interest, caveats, leases, tenancies, easements, liabilities, encumbrances and rights, if any, subsisting thereon or thereover without the obligation to define the same respectively and the Purchaser is deemed to have full knowledge thereof.

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

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