Post Termination Activity a. Executive acknowledges that the pursuit of the activities forbidden by this subsection would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such a breach would be extremely difficult. To forestall this use or disclosure, Executive agrees that, during the Severance Period (if any) or for a period of one year after the Period of Employment, whichever is longer, Executive shall not, without the prior written consent of the Company (i) divert or attempt to divert from the Company any business of any kind in which the Company is then engaged; (ii) employ, solicit for employment, or recommend for employment any person employed by the Company (except where providing such job related references as are common in the industry); or (iii) except as otherwise addressed in this Agreement, accept employment with another company directly involved in developing the technology in development for the Company at the time of Executive’s termination in any state in which the Company conducts its business. Notwithstanding anything herein, however, Executive may (i) alone or in conjunction with others seek to acquire ownership rights in the Company or a subsidiary.
Post Termination Activity. In consideration and receipt of Company trade secrets, business methods and procedures which are the property of the Company and which enable the Company to compete successfully I it business, Producer agrees that for a period of two (2) years following termination of this Agreement for any reason, Producer shall not solicit, or attempt to solicit, directly or by assisting others any business from any of Company’s policy owners, including actively seeking prospective policy owners, with whom Producer had material contact during Producer’s agency for purposes of providing products or services that are competitive with those provided by Bankers. Producer agrees that any violation of the above-referenced covenant not to solicit Company’s policyholders, may result in the cessation and termination immediately of all Compensation, commissions, fees, payment, or other enumeration to which Producer is or may be entitled whether vested or not. Breach of this provision shall also entitle the Company to injunctive relief. Producer hereby waives the right to contest the bringing or the granting of said injunctive relief, and Producer further agrees that Producer shall be liable for the Company’s reasonable attorneys’ fees and court costs in the event the Company employs any attorney and files a legal or equitable action to enjoin such violation of these provision of the Agreement and/or to seek any and all remedies available hereunder or at law. In any successful action by the Company to enforce the above-referenced covenant, Producer shall be liable in addition to the above, for liquidated damages in an amount equal to 60 percent of the annualized first year premium of each Company policy which lapsed, surrendered, terminated, cancelled or was replaced as a result of Producer’s violation of said covenant. Producer acknowledges that should he violate any of the provisions of this paragraph, the damage to Company would be difficult or impossible of estimation. Hence, Producer agrees that the 60 percent figure referenced above is a reasonable pre-estimate of the probable loss to Company and does not constitute a penalty.
Post Termination Activity. In the event of the termination of the Agreement pursuant to Section 6.1(and including any notice of termination or acts in furtherance of a declared purpose to terminate regardless of whether such termination is effective) or for any other reason, either party agrees that it shall not, directly or indirectly:
Post Termination Activity a. Executive acknowledges that the pursuit of the activities forbidden by this subsection would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such a breach would be extremely difficult. To forestall this use or disclosure, Executive agrees that, during the Severance Period (if any) or for a period of one year after the Period of Employment, whichever is longer, Executive shall not, without the Company's prior written consent (i) divert or attempt to divert from the Company any business of any kind in which the Company is then engaged; (ii) employ, solicit for employment, or recommend for employment any person employed by the Company (except where providing such job related references as are common in the industry); or (iii) except as otherwise addressed in this Agreement, accept employment with another company directly involved in developing the technology then in development for the Company at the time of Executive's termination in any state in which the Company conducts its business. b. In addition, because Executive acknowledges the difficulty of establishing when any intellectual property, invention, or proprietary information was first conceived or developed by Executive, or whether it resulted from access to Proprietary Information or Company equipment, supplies, facilities, or data, Executive agrees that any intellectual property, invention, or proprietary information related to the development of ethical pharmaceuticals shall be rebuttably presumed to be an Invention, if reduced to practice by Executive or with the aid of Executive within one (1) year after termination of the Period of Employment. Executive may rebut such presumption by producing evidence which establishes to a preponderance that such intellectual property, invention, or proprietary information was first conceived or developed by Executive after the termination of the Period of Employment, or did not otherwise result from access to Proprietary Information or Company equipment, supplies, facilities, or data.
Post Termination Activity. In the case of termination for convenience, both Parties agree to fulfill whatever outstanding activities exist or will exist within the termination notice period. No payments under this Agreement will be refunded upon said termination. All outstanding orders, deliveries, and invoices and other amounts due between the Parties upon termination will be honored and paid.
Post Termination Activity. In the event of termination, whether for Cause, without Cause, or by mutual agreement, Employee agrees that he will not interfere with University’s student-athletes or otherwise obstruct University’s ability to manage its student-athletes and its football program. If Employee violates this provision, Employee will not be entitled to any post•termination benefits and will be required to return any that have been disbursed.
Post Termination Activity
