Prohibition of Competition. The MANAGER is strictly prohibited to participate or be involved, directly or indirectly, in activities that are competitive with those of TAMINCO, albeit as a manager, partner, director, shareholder, consultant or representative of a partnership, or any other company which directly or indirectly competes with the activity of TAMINCO or a company that pertains to the group to which TAMINCO belongs to. This obligation shall apply, subject to a written agreement of TAMINCO, both during the implementation of his mandate within the board of managers as well as over a period of 24 months after the termination of said mandate, valid in Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States and Brazil. This article is reasonable and necessary in order to protect TAMINCO’S legitimate interests. The MANAGER is therefore aware that any breach of this provision will result in a significant injury to TAMINCO for which judicial recovery and specific implementation can be asked for. The damages in case of breach of the Agreement in this clause is estimated at a lump sum of EUR 250,000.00 plus EUR 10,000 per day in which the MANAGER is in default, for which, without prior notice, a judicial recovery and specific implementation can be asked for without the need to prove actual damage and all this without prejudice to TAMINCO’S right to demand a higher amount in damages when the company can substantiate real losses.
Prohibition of Competition. 7.1 The parties agree that XXXXX BRINGSTRUP, through its position in the Company, will disclose corporate secrets that cannot be protected by patents or similar registration procedures, and whose use in competing activities would result in significant but for the Company. The parties also agree that it is a prerequisite for the Company, in confidence, to submit such information to XXXXX BRINGSTRUP that the Company can ensure that XXXXX BRINGSTRUP does not use the knowledge and contacts obtained through the employment to build or operate in operations that compete with the Company or its affiliates. It is therefore incumbent upon XXXXX BRINGSTRUP to, during the term of the Employment Agreement and for nine (9) months from termination of employment, either himself or as owner, partner, board member, adviser or employee of another company, either directly or indirectly with the Company, or with its affiliates, competing operations.
7.2 Except in the cases mentioned below, the Company shall pay XXXXX BRINGSTRUP a monthly payment in arrears, as compensation for the inconvenience of the competitive prohibition on competition. The compensation shall be calculated as the difference of the income that XXXXX BRINGSTRUP subsequently earns, or could reasonably have earned in a new employment or other employment, and the average compensation received (including both fixed salary and variable remuneration) in the last 12 months before termination of employment. However, the remuneration from the Company shall never exceed sixty (60) per month of XXXXX BRINGSTRUP's average monthly remuneration per month during the period when the prohibition on competition applies. In the event that XXXXX BRINGSTRUP, despite reasonable measures to limit its loss of income, does not receive new employment or engage in other employment activities after termination of employment, compensation is paid monthly by sixty (60) percent of XXXXX BRINGSTRUP's average monthly compensation as set out above during the period of the competitive ban. The right to compensation from the Company in accordance with this paragraph assumes that there is a causal link between XXXXX BRINGSTRUP's commitment to prohibit competition and the loss of income arising from its application. Compensation is not paid if XXXXX BRINGSTRUP violates the prohibition on competition.
7.3 After the termination of employment, XXXXX BRINGSTRUP shall keep the Company informed of the size of its income from new employers or other bus...
Prohibition of Competition. 11.1 During the term of this Agreement, Distributor shall not, and shall cause its Representatives not to, directly or indirectly: deal as a distributor, dealer, commission merchant or commercial agent for any third party that manufactures, distributes or sells any Competing Product, or authorize anyone else to do so; manufacture, distribute or sell a competing Product; engage in any activity or take any action that will cause or result in the manufacture, distribution, or sale of a Competing Product; provide or caused to be provided any Vifor Intellectual Property to any person, third party or entity that Distributor knows or should reasonably know will directly or indirectly exploit such Vifor Intellectual Property or cause Vifor Intellectual Property to be exploited in respect of a Competing Product in the Field worldwide, or collaborate with any Person in a manner that will cause or result in any of the foregoing.
11.2 Exceptions require prior written permission of Vifor.
11.3 Competing Product for the purpose of this Clause means any product that contains iron (e.g. dextran, carboxymaltose, sucrose and/or polymaltose), other than the Product when sold as permitted pursuant to this Agreement.
Prohibition of Competition. During the term of this service contract, Xx. Xxxxxx is not permitted to work in any way – be it as an employee or on a self-employed or any other basis – for an undertaking that competes directly or indirectly with the Company or with a business affiliated as a member of the group to the Company or maintains to a material extent business relationships to the Company or a company affiliated to it. In the same way, Xx. Xxxxxx is prohibited for the term of this service contract to set up, acquire or hold directly or indirectly an interest in such a company. Xx. Xxxxxx shall inform the chairman of the supervisory board if a member of his family (next of kin in the sense of sect. 15 German Fiscal Code, (AO)) holds an interest in such an enterprise. A shareholding in such a company within in scope of private asset investment which does not have any influence on the bodies of the company concerned shall not be considered an interest in the sense of this provision.
Prohibition of Competition. You shall undertake to the Company that during the course of employment with the Company, you shall not in any way engage in any business which is in competition with the business of the Company.
Prohibition of Competition. For the duration of this contract the managing director will not indirectly or directly participate in companies which are competitors of the company, or with which the company maintains a business relationship. An infringement of this prohibition of competition constitutes an important reason for termination of the contract without notice. In case of a termination without notice for this reason, any claims of the managing director against the company under this contract are null at the point in time of the termination notice. Other provisions only apply in case the shareholders have released the managing director form the prohibition of competition.
Prohibition of Competition. During the term of this service agreement, the Managing Director is prohibited from working in an independent or dependent capacity or in any other way for a company or other entity that is in direct or indirect competition with the Company in any part of the world. Similarly, he shall be prohibited from establishing or acquiring such a company or acquiring a direct or indirect interest therein during the term of this service agreement, except for acquiring shares in listed companies for financial investment purposes of up to 5% of the equity or the voting rights. The Managing Director shall notify the Company of such investments without delay.
Prohibition of Competition. 8.1 Without the permission of the Supervisory Board responsible for the relevant line of business of the Company, the Member of the Board of Directors may neither operate a trade nor do business for his or someone else's account. Nor may he participate in another commercial company as a personally liable shareholder.
8.2 If the Member of the Board of Directors violates this prohibition, the Company may claim compensation. In such a case the Company may demand that the business the Member of the Board of Directors did for his own account shall be deemed done for the Company's account and that the consideration received for business done for someone else's account shall be returned or that the claim for remuneration shall be assigned.
8.3 The claims of the Company shall become statute-barred three months from the moment where the other members of the Board of Directors and of the Supervisory Board learn about the act that gives rise to the commitment to pay compensation. Notwithstanding such knowledge, they become statute-barred within five years after their origination.
Prohibition of Competition. As long as this contract is in force the President & Chief Executive Officer is not entitled without the consent of the Board of Directors to accept employment in an enterprise competing with UPM-Kymmene or to become owner or partner in a competing business. This also applies to the period of notice. UPM Contract 4 (5) Confidential 17 February, 2004
Prohibition of Competition. (1) Seller undertakes to refrain from any and all competition, either itself or through subsidiaries or companies in which a participating interest is held, with the commercial division run by the Buyer as well as with any company into which Buyer may put this commercial division, in Seller’s previous spatial and material sphere of activity of Seller’s previously operated commercial division that is transferred to the Buyer with this Purchase Agreement, with the exception of case production. In particular, after the effective date of transfer, the Seller shall neither operate a commercial division of this type itself nor participate directly or indirectly in competing companies, nor promote such a company in any other manner, whether directly or indirectly, through advice and actions. Seller undertakes to produce a corresponding declaration by its parent company, PARAT Automotive Schönbach GmbH & Co. KG, which shall become an integral part of this Purchase Agreement, according to which the parent company agrees to also be bound without reservation vis-à-vis the Buyer by this competition clause.
(2) Saving a mandatory statutory provision to the contrary, the provisions of § 74 ff. German Commercial Code shall not apply to this prohibition of competition.
(3) For each instance of violation of the above prohibition of competition, Seller shall pay to Buyer a contractual penalty in the amount of EUR 1.000.000,00. If the violation by the Seller continues despite a written warning, then for each additional month or remaining fraction thereof during which the Seller continues the violation, the Seller shall pay an additional contractual penalty of EUR 1.000.000,00. This shall not affect Buyer’s claims to restitution for more extensive damages as well to forbearance of future behavior that violates the prohibition of competition.
