Common use of Nonsolicitation and Noncompetition Clause in Contracts

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 person would commit any breach of a contract by reason of his or her leaving the service of Company or its affiliates. Contractor expressly acknowledges and agrees that the restrictions contained in this Section 14 are reasonably tailored to protect Company’s and its affiliates’ confidential information and trade secrets, and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties that if for any reason whatsoever any one or more of such restrictions shall (either taken by itself or themselves together) be adjudged to go beyond what is legally permissible for the protection of the legitimate interests of Company and its affiliates, that the prohibitions shall be in effect and upheld to the fullest extent permissible under applicable laws.

Nonsolicitation and Noncompetition. Prior a. Employee agrees that he will not at any time while employed by Company and for a period of two years following the expiration or termination of his employment (the "Nonsolicitation Period"), whether voluntarily or involuntarily, directly or indirectly for himself or any other person or entity solicit, interfere with or endeavor to and entice away from The Coca-Cola Company or any of its direct or indirect subsidiaries (collectively, "KO") any other Employee of KO. Additionally, Employee agrees that during the Consulting Nonsolicitation Period any employment by Employee or any entity in which he has an interest, directly or indirectly (other than a publicly traded company in which he does not have a controlling interest) of any person who was in the employ of KO within the preceding year, shall be a violation of this paragraph. b. Employee agrees that he will not at any time while employed by Company and for a period of one year following expiration or termination of his employment (the "Noncompetition Period"), Contractor shall not, either alone or jointly, with for himself or on behalf of othersany person, partnership, trust, company or other entity other than KO for whatever reason engage, directly or indirectly (either as an employee, officer, director, partner, shareholder, consultant or independent contractor), in the manufacture, sale, or distribution of non-alcoholic beverages in the United States. Employee further agrees that during the Noncompetition Period he will not be connected, directly or indirectly, whether as principalwith any person, partnerthe portion of any firm or company engaged in the manufacture, agent, shareholder, director, employee, consultant or otherwise: (a) offer employment tosale, or distribution of non-alcoholic beverages in the United States and that he will not directly or indirectly solicit be employed or become a partner, officer or stockholder of the employment or engagement of, or otherwise entice away from the employment portion of Company or any of its affiliates, either for Contractor’s own account or for any other person, firm or companycompany engaged in such business within the United States. c. If in any judicial proceeding, any person who was employed by Company or any of its affiliates during the term of Contractor’s employment or the Consulting Perioda court shall refuse to enforce this Agreement, whether because the time limit is too long or not because the restrictions contained herein are more extensive (whether as to geographic area, scope of business or otherwise) than is necessary to protect the business and goodwill of KO, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such person would commit any breach of a contract by reason of his or her leaving the service of proceedings. d. If Company or its affiliates; (b) directly or indirectly solicitsuccessors in interest shall make application to a court of competent jurisdiction for injunctive relief, induce or entice any client, customer, contractor, licensor, vendor, agent, partner or other business relationship then the Nonsolicitation and Noncompetition Periods specified herein shall be tolled from the time 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 application for injunctive relief until the date of its affiliates; (d) or engage in any conduct that creates a conflict final adjudication 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 claim 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 withheldinjunctive relief. Additionally, for Employee waives, to the greatest extent permissible, any requirement that Company post bond or other security as 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 indirectlyprecondition to an injunction, whether as principal, partner, agent, shareholder, director, employee, consultant temporary 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 person would commit any breach of a contract by reason of his or her leaving the service of Company or its affiliates. Contractor expressly permanent. e. Employee acknowledges and agrees that the restrictions contained in compliance with this Section 14 are reasonably tailored paragraph is necessary to protect Company’s the goodwill and its affiliates’ confidential information and trade secrets, and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties that if for any reason whatsoever any one or more of such restrictions shall (either taken by itself or themselves together) be adjudged to go beyond what is legally permissible for the protection of the legitimate proprietary interests of Company and that a breach of this paragraph will give rise to irreparable and continuing injury to Company that is not adequately compensable in monetary damages or at law. Accordingly Employee agrees that Company, its affiliatessuccessors and assigns may obtain injunctive relief against the breach or threaten breach of the foregoing provisions, in addition to any other legal remedies which may be available to it under this Agreement. Employee further acknowledges that in the event of his termination or expiration of employment with Company, his knowledge, experience and capabilities are such that Employee can obtain employment in business activities which are of a different or noncompeting nature than those performed in the course of employment with Company; and that the prohibitions shall be in effect and upheld to the fullest extent permissible under applicable lawsenforcement of a remedy hereunder by way of injunction will not prevent Employee from earning a reasonable livelihood.

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 The Executive acknowledges that during the course of his employment to, or directly or indirectly solicit with 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 prior to the term Separation Date he has become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its affiliates and clients and that his services have been of Contractor’s employment or special, unique and extraordinary value to 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; Company. (b) directly or indirectly solicit, induce or entice any client, customer, contractor, licensor, vendor, agent, partner or other business relationship The Executive agrees that during the period commencing on the Separation Date and ending on the termination of Company or its affiliates to terminate, discontinue, renegotiate or otherwise cease or modify its relationship with Company or its affiliates; the Director's Part-Time Employment Period (cthe "Company's Protected Period") compete he shall not in any manner, whether directly or indirectly, through any person, firm or corporation, alone or as a principalmember of a partnership or as an officer, employeedirector, agentstockholder, owner, investor or employee of or consultant to any other corporation or enterprise or otherwise, with engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in the solicitation of any entity which is a client of the Company on the Separation Date ("Solicitation") for any business of any kind being conducted by the Company or any of its affiliates; (d) or engage affiliates as of the Separation Date in any conduct that creates a conflict geographic area in which the Company or any of interest or has the appearance of creating a conflict of interestits affiliates is then conducting such business. Notwithstanding the foregoing, the parties understand Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any Solicitation only if, at least 60 days prior to the commencement of such activity, the Executive delivers to the Company a written release, in form and substance satisfactory to the Company, releasing the Company from all further obligations to the Executive pursuant to this Agreement, pursuant to any other agreement or arrangement with the Company or any affiliate of the Company or otherwise; and provided further, 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 nothing contained in this Section 14, which approval 5(b) shall release or otherwise affect the obligations of the Executive contained in any other Section of this Agreement. (c) The Executive further agrees that during the Company's Protected Period he shall not be unreasonably withheld. Additionally, for a period of 12 months following the termination of the Consulting Period for in any reason whatsoever Contractor shall not, either alone or jointly, with or on behalf of othersmanner, directly or indirectly, whether induce or attempt to induce any employee of the Company or any of its affiliates to terminate or abandon his or her employment for any purpose whatsoever. (d) The Executive further agrees that if, during the Severance Payment Period, he becomes in any manner, directly or indirectly, through any person, firm or corporation, alone or as principal, partner, agent, shareholdera member of a partnership or as an officer, director, employeestockholder, investor or employee of or consultant to any other corporation or otherwise directly enterprise or indirectly solicit the employment or engagement ofotherwise, engaged, or otherwise entice away from the employment of Company or its affiliates, either for Contractor’s own account or for assists any other person, firm firm, corporation or companyenterprise in engaging or being engaged, in any person who was employed business being conducted by the Company or any of its affiliates within as of the Separation Date in any geographic area in which the Company or any of its affiliates is then preceding six monthsconducting such business, whether all payments or benefits under Sections 2(b), (c) and (f) hereof shall automatically terminate. (e) Nothing in this Section 5 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not such person would commit more than two percent of the outstanding stock of any breach class of a contract by reason corporation so long as the Executive has no active participation in the business of his or her leaving the service such corporation. (f) If, at any time of Company or its affiliates. Contractor expressly acknowledges and agrees enforcement of this Section 5, a court holds that the restrictions contained in this Section 14 stated herein are reasonably tailored to protect Company’s and its affiliates’ confidential information and trade secretsunreasonable under circumstances then existing, and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties hereto agree that if for any reason whatsoever any one the maximum period, scope or more of geographical area reasonable under such restrictions circumstances shall (either taken by itself or themselves together) be adjudged to go beyond what is legally permissible substituted for the protection of the legitimate interests of Company stated period, scope or area and its affiliates, that the prohibitions court shall be in effect allowed to revise the restrictions contained herein to cover the maximum period, scope and upheld to the fullest extent permissible under applicable lawsarea permitted by law.

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 The Executive acknowledges that during the course of his employment to, or directly or indirectly solicit with 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 prior to the term Separation Date he has become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its affiliates and clients and that his services have been of Contractor’s employment or special, unique and extraordinary value to 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; Company. (b) directly or indirectly solicit, induce or entice any client, customer, contractor, licensor, vendor, agent, partner or other business relationship The Executive agrees that during the period commencing on the Separation Date and ending on the termination of Company or its affiliates to terminate, discontinue, renegotiate or otherwise cease or modify its relationship with Company or its affiliates; the Director's Part-Time Employment Period (cthe "Company's Protected Period") compete he shall not in any manner, whether directly or indirectly, through any person, firm or corporation, alone or as a principalmember of a partnership or as an officer, employeedirector, agentstockholder, owner, investor or employee of or consultant to any other corporation or enterprise or otherwise, with engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in the solicitation of any entity which is a client of the Company on the Separation Date ("Solicitation") for any business of any kind being conducted by the Company or any of its affiliates; (d) or engage affiliates as of the Separation Date in any conduct that creates a conflict geographic area in which the Company or any of interest or has the appearance of creating a conflict of interestits affiliates is then conducting such business. Notwithstanding the foregoing, the parties understand Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any Solicitation only if, at least 60 days prior to the commencement of such activity, the Executive delivers to the Company a written release, in form and substance satisfactory to the Company, releasing the Company from all further obligations to the Executive pursuant to this Agreement, pursuant to any other agreement or arrangement with the Company or any affiliate of the Company or otherwise; and provided further, 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 nothing contained in this Section 14, which approval 5(b) shall release or otherwise affect the obligations of the Executive contained in any other Section of this Agreement. (c) The Executive further agrees that during the Company's Protected Period he shall not be unreasonably withheld. Additionally, for a period of 12 months following the termination of the Consulting Period for in any reason whatsoever Contractor shall not, either alone or jointly, with or on behalf of othersmanner, directly or indirectly, whether induce or attempt to induce any employee of the Company or any of its affiliates to terminate or abandon his or her employment for any purpose whatsoever. (d) The Executive further agrees that if, during the Severance Payment Period, he becomes in any manner, directly or indirectly, through any person, firm or corporation, alone or as principal, partner, agent, shareholdera member of a partnership or as an officer, director, employeestockholder, investor or employee of or consultant to any other corporation or otherwise directly enterprise or indirectly solicit the employment or engagement ofotherwise, engaged, or otherwise entice away from the employment of Company or its affiliates, either for Contractor’s own account or for assists any other person, firm firm, corporation or companyenterprise in engaging or being engaged, in any person who was employed business being conducted by the Company or any of its affiliates within as of the then preceding six months, whether or not such person would commit Separation Date in any breach of a contract by reason of his or her leaving geographic area in which the service of Company or any of its affiliates. Contractor expressly acknowledges affiliates is then conducting such business, all payments or benefits under Sections 2(b), (c) and agrees that the restrictions contained in this Section 14 are reasonably tailored to protect Company’s and its affiliates’ confidential information and trade secrets, and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties that if for any reason whatsoever any one or more of such restrictions (f) hereof shall (either taken by itself or themselves together) be adjudged to go beyond what is legally permissible for the protection of the legitimate interests of Company and its affiliates, that the prohibitions shall be in effect and upheld to the fullest extent permissible under applicable lawsautomatically terminate.

Nonsolicitation and Noncompetition. Prior Xxxxxxx understands and agrees that because of his position with the Company that he has or will acquire or have access to certain information of a confidential and secret nature derived from the operations of the Company’s and its Affiliated Companies’ business. Xxxxxxx further understands and agrees that all correspondence, customer and investor lists and information, loan pricing techniques, underwriting methods, systems and products of the Company are confidential and trade secrets (“Confidential Information”) and the disclosure or unauthorized use of such information would be detrimental to the Company. Xxxxxxx understands and agrees that the nature of the Company’s business is such that if Xxxxxxx were to directly solicit, interfere with, or attempt to interfere with any of the Company’s customer relationships or to directly or indirectly solicit, interfere with, or attempt to interfere with any of the Company’s employees relationships during the Consulting PeriodTerm of this Agreement or during the one (1) year period following the termination of or expiration of the Term of this Agreement, Contractor then it would be injurious to the Company. Therefore, in consideration of the compensation and other benefits provided to Xxxxxxx by the Company under this Agreement, Xxxxxxx agrees: (a) that, without the prior written consent of the Company, he will not directly or indirectly solicit, interfere with or attempt to interfere with any of the Company’s customer relationships or employee relationships that existed during the Term of this Agreement or during the one (1) year period following the termination of or expiration of the Term of this Agreement; (b) Xxxxxxx shall not, either alone without the consent of the Company: i) directly or jointlyindirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise); or ii) acquire any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or business that directly or indirectly solicits, interferes with or attempts to interfere with any of the Company’s customer relationships or employee relationships that existed during the Term of this Agreement or during the one (1) year period following the termination of or expiration of the Term of this Agreement in any Metropolitan Statistical Area (as defined from time to time by the U.S. Office of Management and Budget, Bureau of Labor Statistics) in which die Company or its successor owns controlling voting interest in any banking or other financial institution as such banking or other financial institutions are controlled by the Company or its Affiliated Companies at any time during the Term of this Agreement. The limitation upon Xxxxxxx’x ownership of outstanding shares or other units of ownership shall be excluded from this Section 5.1(b), provided such ownership is less than five (5) percent in any publicly-traded bank or financial institution. In addition, the Company agrees that during the Term of this Agreement and thereafter, Xxxxxxx may engage in the following activities and such engagement shall not be a violation of this Section 5.1(b): (I) Xxxxxxx may provide consulting services to non-competing entities, (II) Xxxxxxx may hold director positions on behalf Boards of othersDirectors of non-competing entities, and (III) Xxxxxxx may establish and/or invest in private equity funds that are non-competing entities and only own interests in non-competing entities. A bank, financial institution, or similar company shall be deemed to be a competing entity. (c) without the prior written consent of the Company, Xxxxxxx will not solicit, directly or indirectly, whether as principalactively or inactively, partnerthe employees or independent contractors of the Company to become employees or independent contractors of any person, agentfirm, shareholdercorporation, director, employee, consultant or otherwise: (a) offer employment tobusiness, or banking or other financial institution that directly or indirectly solicit competes with the employment Company or engagement ofsolicits, interferes with, or otherwise entice away from attempts to interfere with the employment of Company or any of its affiliates, either for ContractorCompany’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 affiliatescustomers; (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; and, (d) on or engage in before the Date of Termination or the expiration of the Term of this Agreement, Xxxxxxx shall return to Company, all records, lists, compositions, documents and other items which contain, disclose and/or embody any conduct that creates a conflict Confidential Information (including, without limitation, all copies, reproductions, summaries and notes of interest or has the appearance contents thereof, expressly including all electronically stored data, wherever stored), regardless of creating a conflict of interest. Notwithstanding the foregoing, person causing the parties understand that Contractor may from time same 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 be in such activities during form, and Xxxxxxx will certify that 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 provisions of 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 person would commit any breach of a contract by reason of his or her leaving the service of Company or its affiliates. Contractor expressly acknowledges and agrees that the restrictions contained in this Section 14 are reasonably tailored to protect Company’s and its affiliates’ confidential information and trade secrets, and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties that if for any reason whatsoever any one or more of such restrictions shall (either taken by itself or themselves together5.1(d) be adjudged to go beyond what is legally permissible for the protection of the legitimate interests of Company and its affiliates, that the prohibitions shall be in effect and upheld to the fullest extent permissible under applicable lawshave been complied with.