Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
(b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;
(c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or
(e) engage in or participate in the chemical distribution or logistics business.
4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent nec...
Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship, or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)
(a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment.
(b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company.
(c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that is, in whole or in part, engaged, or preparing to engage, in the Business (as defined below). I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other c...
Nonsolicitation and Noncompetition. (a) Employee agrees that during the term of his/her employment with the Company and for a period of one (1) year immediately following the termination of Employee’s employment with Company for any reason whatsoever, whether with or without cause, (i) Employee shall not, either directly or indirectly, solicit, induce, recruit or encourage any employees of the Company and/or its affiliates to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Company and/or its affiliates, either for Employee or for any other Person and (ii) neither the Employee, nor any firm, organization or corporation in which he is interested, shall, for any reason, directly or indirectly, persuade or attempt to persuade any investor, licensor, licensee, supplier or customer of Company, or any potential investor, licensor, licensee, supplier or customer to which Company and/or its affiliates have made a presentation or with which Company and/or its affiliates have been having discussions, to not transact business with Company and/or its affiliates or to transact business with the Employee or any other Person as an alternative to or in addition to Company and/or its affiliates.
(b) Employee agrees that during the term of his/her employment with the Company and for a period of one (1) year immediately following the termination of Employee’s employment with Company for any reason whatsoever, whether with or without cause, Employee shall not, anywhere in the world, engage, either directly or indirectly, whether as a principal or as an agent, officer, director, employee, consultant, shareholder, partner or otherwise, alone or in association with any other Person, in any Competing Business. For purposes of this Agreement, the term “Competing Business” shall mean any Person engaged in the development or commercialization of products that are the same or substantially similar to, or that directly compete with, those products developed or commercialized by the Company.
Nonsolicitation and Noncompetition. A. The Executive covenants and agrees that through the date that is three (3) years following the effective date of the Company’s dissolution:
(i) The Executive shall not, directly or indirectly, solicit or encourage any Person to cease doing business with ITI or any Affiliate of ITI or solicit or encourage any employee of ITI or of any Affiliate of ITI to cease being an employee of ITI or such Affiliate; provided, that for purposes of the foregoing “Person” and “Affiliate” shall have the meanings set forth under the Asset Purchase Agreement; and
(ii) The Executive shall not, directly or indirectly, engage in any activity which would constitute a violation of Section 8.2(e) of the Asset Purchase Agreement, if the Company were to engage in such activity.
B. In the event that the Executive breaches any of his material covenants and agreements under Section 8A hereof, and after notice fails to cure any such breach within five (5) business days, then in addition to, and not in lieu of, any and all other remedies that may be available to the Company with respect to such breach, the Executive shall not be entitled to the Stay Bonus or the Severance Payment.
C. The Executive has carefully read the provisions of this Section 8 and (i) understands and acknowledges that such provisions are a material inducement on the part of the Company to pay the Stay Bonus and the Severance Payment, and (ii) agrees that the restrictions set forth in this Section 8 are reasonable and reasonably required for the protection of the Company and its stockholders.
D. The provisions of this Section 8 shall survive the expiration of the Term of this Agreement or its earlier termination.
Nonsolicitation and Noncompetition. Prior to and during the Consulting Period, Contractor shall not, either alone or jointly, with or on behalf of others, directly or indirectly, whether as principal, partner, agent, shareholder, director, employee, consultant or otherwise: (a) offer employment to, or directly or indirectly solicit the employment or engagement of, or otherwise entice away from the employment of Company or any of its affiliates, either for Contractor’s own account or for any other person, firm or company, any person who was employed by Company or any of its affiliates during the term of Contractor’s employment or the Consulting Period, whether or not such person would commit any breach of a contract by reason of his or her leaving the service of Company or its affiliates; (b) directly or indirectly solicit, induce or entice any client, customer, contractor, licensor, vendor, agent, partner or other business relationship of Company or its affiliates to terminate, discontinue, renegotiate or otherwise cease or modify its relationship with Company or its affiliates; (c) compete in any manner, whether directly or indirectly, as a principal, employee, agent, owner, or otherwise, with Company or any of its affiliates; (d) or engage in any conduct that creates a conflict of interest or has the appearance of creating a conflict of interest. Notwithstanding the foregoing, the parties understand that Contractor may from time to time wish to provide consulting services for manufacturers and wholesalers on the design of fishing and hunting products. In the event that Contractor wishes to engage in such activities during the Consulting Period, he shall provide Company with advance notice and obtain Company’s preapproval that such activities would not violate the restrictions contained in this Section 14, which approval shall not be unreasonably withheld. Additionally, for a period of 12 months following the termination of the Consulting Period for any reason whatsoever Contractor shall not, either alone or jointly, with or on behalf of others, directly or indirectly, whether as principal, partner, agent, shareholder, director, employee, consultant or otherwise directly or indirectly solicit the employment or engagement of, or otherwise entice away from the employment of Company or its affiliates, either for Contractor’s own account or for any other person, firm or company, any person who was employed by Company or its affiliates within the then preceding six months, whether or not such pe...
Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship; or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”):
(a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, customers shall include (i) then current customers to which the Company provided products or services during the twelve months prior to the Applicable Date (the “One Year Lookback”) and (ii) customer prospects that the Company solicited during the One Year Lookback and with which I had significant contact or about which I learned confidential information in the course of my employment. The “Applicable Date” means (i) as applied to my activities after my employment ends, the Last Date of Employment and (ii) as applied to my activities during my employment, the date of such activities.
Nonsolicitation and Noncompetition. Subcontractor agrees that during the term of this Agreement and for 12 consecutive months after the termination or expiration of this Agreement, it will not solicit business from any client of PKMG in the State or states in which Subcontractor performs services for PKMG under this Agreement nor will it compete with PKMG in the provision of services of the kind and nature Subcontractor performs for PKMG pursuant to the Work Order or Work Orders. Subcontractor further agrees that the non‐competition and non‐solicitation provisions of this Agreement are necessary to protect PKMG’s legitimate business interests, including, without limitation, the confidential business or professional information and trade secrets of PKMG, the relationships between PKMG and its clients, venders and subcontractors, and the goodwill of PKMG. Subcontractor further agrees that the 12‐month duration and geographical limitations of this Section 15 are reasonable, and enforcement of this provision, whether by injunctive relief, damages or otherwise, is in no way contrary to the public health, safety and welfare. In the event a court of Competent Jurisdiction (defined as the State of Federal Courts located and situated in Miami‐ Dade County, Florida) determines that either the time or geographical limitations of this provision are invalid, the court may establish different time or geographical restriction, and the parties agree to comply with the court’s orders. The parties acknowledge and agree that Subcontractor’s breach of this provision will result in irreparable injury to PKMG not capable of being measured by money damages, and PKMG does not have an adequate remedy at law to redress such injury. Thus, in the event there is a breach or threatened breach of this Section 17 of this Agreement, PKMG shall be entitled to seek and obtain injunctive relief without the posting of a bond in order to enforce the Subcontractor’s non‐solicitation and non‐competition agreement. Subcontractor agrees to reimburse PKMG for all costs and expenses, including attorney’s fees at the trial and appellate levels and in bankruptcy court, in connection with PKMG’s enforcement action. This provision does not limit any other rights and legal or equitable remedies available to PKMG on account of Subcontractor’s breach of this Section.
Nonsolicitation and Noncompetition. (a) During his employment with the Company and for a period of (2) two years from the date of the Executive's termination of employment for any reason, the Executive will not provide services, in any capacity, whether as an employee, consultant, independent contractor, or otherwise, to any person or entity that provides products or services that compete with the Business of the Company, except that after the termination of Executive's employment this restriction shall only apply to North America. If so requested in writing by Executive, the Company shall advise the Executive promptly in writing in advance (but in no case later than 30 calendar days) as to whether, in the exercise of its reasonable judgment, the Company views any proposed activity contemplated by the Executive as constituting a competing "Business," PROVIDED THAT nothing herein shall prevent the Executive from, after the termination of his employment, being a passive owner of not more than 5% of the outstanding stock of any class of a corporation that is publicly traded and that may acquire any corporation or business that competes with the Company.
(b) For a period of two (2) years following the termination of the Executive's employment for any reason, the Executive will not directly or indirectly solicit the Business of any customer of the Company during the two (2) year period prior to the termination of the employment relationship with the Company for any purpose other than to obtain, maintain and/or service the customer's Business for the Company.
(c) For a period of two (2) years following the termination of the Executive's employment for any reason, the Executive agrees not to, directly or indirectly, recruit or solicit any employees of the Company to work for the Executive or any other person or entity.
(d) As used in this Section, the following terms shall have their respective definitions:
Nonsolicitation and Noncompetition. During the Employment Period and for twelve months immediately thereafter, Executive will not, other than on behalf of Colt, directly or indirectly, as a proprietor, partner, employee, agent or otherwise:
A. Directly or indirectly solicit any Colt employee, contractor, vendor or third party factory to work for, or provide goods or services to, any other employer or organization. For the purpose of this provision, “Colt employee, contractor, vendor or third party factory” means any individual who was employed or retained by, or any individual or entity that provided goods or services to, Colt within the last twelve months of Executive’s employment by Colt.
B. Participate in, work for, or provide services to any person or entity that is, or is actively planning to be, a “Competitive Business.” The term “Competitive Business” shall mean any business (however organized or conducted) that competes with a business in which Colt is engaged, or in which Colt is actively planning to engage, at any time during the last twelve-months of Executive’s employment by Colt.
Nonsolicitation and Noncompetition. (a) The Executive agrees that during the term of his employment with the Company and for a period of one (1) year immediately following the termination of the Executive’s employment with the Company for any reason whatsoever, whether with or without cause, (i) the Executive shall not, either directly or indirectly, solicit, induce, recruit or encourage any employees of the Company and/or its affiliates to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company and/or its affiliates, either for the Executive or for any other Person and (ii) neither the Executive, nor any firm, organization or corporation in which he is interested, shall, for any reason, directly or indirectly, persuade or attempt to persuade any investor, licensor, licensee, supplier or customer of Company, or any potential investor, licensor, licensee, supplier or customer to which the Company and/or its affiliates have made a presentation or with which the Company and/or its affiliates have been having discussions, to not transact business with the Company and/or its affiliates or to transact business with the Executive or any other Person as an alternative to or in addition to the Company and/or its affiliates.
(b) The Executive agrees that during the term of his employment with the Company and for a period of one (1) year immediately following the termination of the Executive’s employment with the Company for any reason whatsoever, whether with or without cause, the Executive shall not, anywhere in the world, engage, either directly or indirectly, whether as a principal or as an agent, officer, director, employee, consultant, shareholder, partner or otherwise, alone or in association with any other Person, in any Competing Business. For purposes of this Agreement, the term “Competing Business” shall mean any Person engaged in the development or commercialization of products that are the same or substantially similar to, or that directly compete with, those products developed, commercialized or actively in development or commercialization by the Company.
