PROTECTIVE AND RESTRICTIVE COVENANTS Sample Clauses

PROTECTIVE AND RESTRICTIVE COVENANTS. In addition to the following protective and restrictive covenants, the Contractor and the Consultant acknowledge that the Company is bound to the Covenant Not To Compete Agreement between Synagro Technologies, Inc. and the Company dated June 14, 2000 and during the Consulting Period both the Contractor and the Consultant will honor the terms of such agreement.
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PROTECTIVE AND RESTRICTIVE COVENANTS. 17.1 Franchisee shall not transfer to Brooke any incident of ownership of the Customer Accounts except as otherwise described in Section 9.2 and/or Section 16. Customer lists, Policy expiration lists and other records shall remain Franchisee’s exclusive property, and Franchisee shall be fully vested in the ownership thereof. 17.2 All Customer Accounts shall be coded on Brooke’s records to Franchisee after Brooke has received the forms required pursuant to Brooke’s Rules and Procedures from Franchisee establishing Franchisee ownership. Unless otherwise set forth in this Agreement or other written agreement between the parties, Brooke shall not be authorized or permitted to change the coding of Customer Accounts without the written consent of Franchisee. Although Brooke will not honor internal “Agent of Record” change requests, Franchisee acknowledges that Brooke will process forms received from other Franchisees establishing such other Franchisees’ ownership if such forms are sufficient pursuant to Brooke’s Rules and Procedures to establish ownership. For example, if a new application is sufficient to establish ownership, although Brooke would not permit the change of coding of a Customer Account based upon an “Agent of Record” change request, it would change coding of a Customer Account upon receipt of a signed application from another Franchisee or Person.
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PROTECTIVE AND RESTRICTIVE COVENANTS. In consideration of Agency’s providing Producer access to certain Confidential Information, proprietary assets, and other valuable information, as well as providing ongoing training in connection with products and services offered by Agency, as well as special training regarding the specific methods and procedures of Agency, Producer agrees that during the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, however caused, Producer will not directly or indirectly, on his/her own behalf or as an employee, producer, associate, or co-owner with anyone else, (i) divert business from or interfere with the Goodwill of Agency or any of the other individuals or agencies associated with Agency; (ii) solicit, attempt to obtain or accept insurance, financial services business or risk management services of any nature from any of the Restricted Accounts or Prospective Accounts of Agency or the Accounts or Prospective Accounts of any of the other individuals or agencies associated with Agency; or (iii) aid or assist anyone else in soliciting, attempting to obtain or accepting insurance, financial services business or risk management services of any nature from any such Accounts or Prospective Accounts. The promises and covenants provided in this Agreement shall apply within the counties in which Agency maintains an office, and shall apply outside those counties only to the extent that the protected customers or Accounts or Prospective Accounts have operations, locations, or affiliates outside those counties. The parties hereby agree that, in the event the provisions of this Agreement should be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitation permitted by such applicable laws. In order for Producer to secure the exclusive right (among Agency’s other producers) to solicit or sell to a specific prospect, Producer is responsible for recording the prospect’s name(s) in Agency’s prospect data base. However, Agency shall have the right to develop and establish practices and/or guidelines regarding what a producer must do to maintain the exclusive right to solicit or sell to a prospect.
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PROTECTIVE AND RESTRICTIVE COVENANTS. 4.1 Franchise Agent shall not transfer to Brooke any incident of ownership of the Customer Accounts. Customer lists, Policy expiration lists and other records shall remain Franchise Agent’s (or its Subagent’s, as applicable) exclusive property, and Franchise Agent (or Subagent) shall be fully vested in the ownership thereof. 4.2 All Customer Accounts shall be coded on Brooke’s records to Franchise Agent. Brooke shall not be authorized or permitted to change the coding of Customer Accounts without the written consent of Franchise Agent. 4.3 Brooke and Franchise Agent acknowledge that all information with respect to Customer Accounts is confidential information constituting trade secrets and shall be treated as such. Brooke shall not divulge any such confidential information to anyone without the consent of Franchise Agent unless disclosure is compelled by law. 4.4 Franchise Agent shall not have any authority to incur any liability in the name of or on behalf of Brooke. Brooke and Franchise Agent agree that the relationship of Brooke to Franchise Agent shall be that of an independent contractor. 4.5 Brooke and Franchise Agent shall not assume any liability of the other, and any such liability shall remain the exclusive individual liabilities of each. In addition, Brooke and Franchise Agent each agree to release, defend, indemnify, and hold each other harmless from any and all losses, damages and expenses, including legal expenses, attorneys fees, discovery expenses and costs which are suffered or incurred by the other by reason of the actions, omissions or liability of any kind created, caused or allowed by each indemnifying party, individually or in conjunction with any other Person. 4.6 Franchise Agent, its owners, officers, directors, employees and independent contractors release, defend, indemnify and hold Brooke harmless for and from any and all claims, losses, liabilities, damages or expenses (including, but not limited to reasonable attorneys’ fees, court costs, and costs of investigation) of any kind or nature whatsoever incurred by Franchise Agent, its owners, officers, directors, employees and independent contractors arising out of or in connection with interruptions of service caused by an act of God or any other event outside the direct control of Brooke. This release, defense, indemnification and hold harmless shall survive the termination of this Agreement. 4.7 Franchise Agent, its owners, officers, directors, employees and independent contract...
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PROTECTIVE AND RESTRICTIVE COVENANTS. In consideration for the Executive’s eligibility for Severance Benefits under the Plan, the Executive agrees to the following provisions. Executive understands that the nature of Executive’s position gives Executive access to and knowledge of Confidential Information and places Executive in a position of trust and confidence with the Company. Executive understands and acknowledges that the services Executive provides to the Company are unique, special, or extraordinary. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Executive is likely to result in unfair or unlawful competitive activity.
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PROTECTIVE AND RESTRICTIVE COVENANTS 
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Related to PROTECTIVE AND RESTRICTIVE COVENANTS

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • TENANCIES AND RESTRICTIVE COVENANTS The Property is believed to be and shall be taken to be correctly described and is sold subject to all express conditions, restrictions-in-interest, caveats, leases, tenancies, easements, liabilities, encumbrances and rights, if any, subsisting thereon or thereover without the obligation to define the same respectively and the Purchaser is deemed to have full knowledge thereof.

  • Protective Covenants In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”): (a) During the Grantee’s Service with the Company, and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Grantee or for the benefit of any third party, nor shall the Grantee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Grantee or any third party. (b) During the Grantee’s Service with the Company and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee shall not, directly or indirectly, on behalf of the Grantee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company’s employ (or the employ of any such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever. (c) The Grantee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation. (d) The Grantee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Grantee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Grantee, all of the Grantee’s rights to receive Performance Shares not theretofore delivered under this Agreement shall be forfeited. (e) For purposes of this section 9, the term “Company” shall include all Subsidiaries and other Affiliates of the Company (such Subsidiaries and other Affiliates being hereinafter referred to as the “NextEra Entities”). The Company and the Grantee agree that each of the NextEra Entities is an intended third-party beneficiary of this section 9, and further agree that each of the NextEra Entities is entitled to enforce the provisions of this section 9 in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Covenants and Restrictions Subject to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

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