Post-Termination Restrictive Covenants. As an inducement to the Company to enter into this Agreement, the Executive represents to, and covenants with or in favor of the Company, his compliance with (a) any post-termination restrictive agreements, policies or covenants that apply to, or cover, the Executive, including, without limitation, those regarding Confidential Information, return of Company property and non-disparagement, as set forth in Sections 8, 9 and 10, and (b) all as the Company’s policies covering the Executive as an employee, officer or director of the Company or any of its Affiliates.
Post-Termination Restrictive Covenants. You hereby acknowledge and agree that, except as provided in the last sentence of this Section 4, the restrictive covenants applicable to you pursuant to the terms of the Employment Agreement (including the Exhibits attached thereto) and pursuant to the various equity award agreements between you and Accenture shall remain in effect pursuant to the terms of such agreements after the Termination Date. Additionally, without limiting the preceding sentence, you hereby agree to be bound by the restrictive covenants set forth in Exhibit B attached hereto. You and Accenture hereby agree that, solely with respect to any restrictive covenants related to noncompetition and nonsolicitation of clients, prospective clients and employees (the “Noncompete/Nonsolicit Restrictions”), the restrictions provided under the Restrictive Covenant Agreement attached hereto as Exhibit B shall be the exclusive restrictions limiting your activities with respect to such matters; provided, however, that in the event of your breach of such Noncompete/Nonsolicit Restrictions, the applicable provisions related to forfeiture and return of equity awards and other property contained in any or all of your equity agreements and the applicable provisions relating to liquidated damages in your Employment Agreement shall apply to the same extent as if you had breached the restrictions contained in such other agreements related to noncompetition and nonsolicitation of clients, prospective clients and employees.
Post-Termination Restrictive Covenants. (a) For the purposes of this Clause the following words and expressions shall have the following meanings:
Post-Termination Restrictive Covenants. 19.1 In this clause:
Post-Termination Restrictive Covenants. (a) You hereby agree that during the Employment Period and for two years thereafter, you shall not (i) directly or indirectly personally hire, personally solicit or personally help another person or entity hire or solicit any employee of MBIA, the Employer or any of their affiliates (the “Employer Group”), (ii) directly or indirectly induce or encourage any employee to terminate employment with the Employer Group, (iii) direct any business opportunities developed on behalf of the Employer Group for your own benefit or for the benefit of any of your future employers, (iv) directly or indirectly solicit any of the customers of the Employer Group to use the services of another person or entity in lieu of those of the Employer Group, or (v) seek or accept employment with any financial guaranty insurance company or with any other entity created after the date hereof that materially competes with any of the Employer’s substantial business operations or (vi) accept employment or act in any capacity in connection with any matter, including providing any services or advice to any person or entity, relating to a transaction in which MBIA or one of its affiliates had issued a financial guaranty insurance policy on or before the last day of the Employment Period or any other matter with respect to which the interests of MBIA or its subsidiaries are materially adverse at the time.
(b) At all times after the Effective Date, you shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, (i) obtained by you during your employment by the Company or any of its affiliated companies and (ii) not otherwise public knowledge (other than by reason of an unauthorized act by you). After termination of your employment with the Company, you shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter (provided that you notify the Company of any such order), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.
(c) During the Employment Period and at any time thereafter, neither you, nor MBIA, shall directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the other, a...
Post-Termination Restrictive Covenants. Employee undertakes that he/she will not directly or indirectly (including on his/her own account or in conjunction with or on behalf of any other Person):
(a) for a period of 12 months immediately following the Termination Date:
1. carry on, set up or be interested in any Competing Business (except as an investor holding up to 1% of the total issued share capital of any company); or
2. be employed or engaged by any Competing Business (whether as employee, partner, member, consultant, director, agent or in any other capacity);
(b) for a period of 12 months immediately following the Termination Date induce, solicit or encourage any Client or any Prospective Client not to give custom or to take custom away from the Company or any Group Company;
(c) for a period of 12 months immediately following the Termination Date:
1. canvass or solicit the custom of any Client or any Prospective Client with a view to providing Restricted Products or Services to that Client or Prospective Client; and/or
2. provide or agree to provide Restricted Products or Services to any Client or any Prospective Client;
(d) for a period of 12 months immediately following the Termination Date:
1. induce, solicit or encourage or try to induce, solicit or encourage any Key Individual to leave the Company or any Group Company; or
2. employ, engage or enter into any partnership or other business relationship with any Key Individual, or offer to do so (or procure or assist with the same).
(e) for a period of 12 months immediately following the Termination Date induce, solicit or encourage any Supplier to:
Post-Termination Restrictive Covenants. Each of the Managers (other than Xxx Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxxxx and Xxxxx Xxxxxx) hereby irrevocably and unconditionally undertakes to, and covenants with, the Company and the Investors in the terms set out in Schedule 6 (Restrictive Covenants).
Post-Termination Restrictive Covenants. 8.1 Your previously agreed obligations under clause 18 of the Contract shall be unaffected by this Agreement, save that:
(a) the following words shall be added at the end of sub-clause 18.6.2: “... and being business of a type in which you were involved in the last 12 months or your employment (the “Restricted Business”);
(b) the following words shall be added at the start of sub-clause 18.6.3: “For the purposes of carrying out the Restricted Business...”
(c) the definition of “Restricted Area” in sub-clause 18.9 be substituted with the following: “England, Scotland, Wales, Ireland and any country in Europe, the Middle East or Africa in which the Company or any Associated Company practices the Restricted Business; and
(d) for the avoidance of doubt, you expressly acknowledge that your obligations previously relating to or owed to Comverse under clause 18 of the Contract now relate to and are owed to the Company.
Post-Termination Restrictive Covenants. 16.1 The Employee recognises that, whilst performing his or her duties for the Company, he or she will have access to and come into contact with trade secrets and confidential information belonging to the Company and will obtain personal knowledge of and influence over its or their customers, suppliers and/or employees. The Employee therefore agrees that the restrictions contained or referred to in Clauses 14 and 16 are reasonable and necessary to protect the legitimate business interests of the Company both during and after the termination of his or her employment.
16.2 The Employee agrees that he or she shall not, for a period of 6 months immediately following the Termination Date, either alone or jointly with, or on behalf of any other person, firm, company or organisation, directly or indirectly, whether as an employee, consultant, agent or in any capacity whatsoever, in competition with the Company or Relevant Associated Company;
(a) be employed or engaged in; or
(b) provide services to; or
(c) be otherwise concerned with a Restricted Business.
16.3 The Employee agrees that he or she shall not, for a period of 6 months immediately following the Termination Date, either alone or jointly with or on behalf of any other person, firm, company or organisation, directly or indirectly, whether as an employee, consultant, agent or in any capacity whatsoever in competition with that part or parts of the Company or any Relevant Associated Company with which the Employee was substantially involved or concerned or for which the Employee was responsible within a twelve month period prior to the Termination Date:
(a) canvass or solicit the custom of; or
(b) procure or assist the canvassing or soliciting of the custom of; or
(c) transact or otherwise deal with (or procure or assist the same) any Customer or any Prospective Customer in respect of any Services or Goods.
16.4 The Employee agrees that he or she shall not, for a period of 6 months immediately following the Termination Date, either alone or jointly with or on behalf of any other person, firm, company or organisation, directly or indirectly, whether as an employee, consultant, agent or in any capacity whatsoever in competition with the Company or any Relevant Associated Company:
(a) offer employment to or employ or offer or conclude any contract for services with or solicit the employment or engagement of; or
(b) procure or assist any third party so to offer, employ, engage or solicit any Key Person (whethe...
Post-Termination Restrictive Covenants. The non-compete and non-solicitation clause agreed between the Parties remains in full force and effect. [OR: The non-compete and non-solicitation clause agreed between the parties expires after the Termination Date.] The Employee must comply with the obligations under the study cost clause and repay the study costs of €[AMOUNT] to the Employer. [OR: The Employer exempts the Employee from the obligation to repay the study costs under the study cost clause.]
