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 Perfo...
Protective Covenants. Executive acknowledges that this Agreement provides for additional consideration beyond what Sears or any Sears Affiliate is otherwise obligated to pay. In consideration of the opportunity for the Severance Benefits, and other good and valuable consideration, Executive agrees to the following:
Protective Covenants. Executive agrees that the following covenants are reasonable and necessary agreements for the protection of the business interests covered in the fully enforceable, ancillary agreements set forth in this Agreement:
Protective Covenants. The Executive acknowledges and agrees that solely by virtue of his employment by, and relationship with, the Employer, he has acquired and will acquire "Confidential Information," as hereinafter defined, as well as special knowledge of the Employer's relationships with its customers, and that, but for his association with the Employer, the Executive would not or will not have had access to said Confidential Information or knowledge of said relationships. The Executive further acknowledges and agrees (i) that the Employer has long term, near-permanent relationships with its customers, and that those relationships were developed at great expense and difficulty to the Employer over several years of close and continuing involvement; (ii) that the Employer's relationships and goodwill with its customers are and will continue to be valuable, special and unique assets of the Employer; and (iii) that the Employer has the following protectable interests that are critical to its competitive advantage in the industry and would be of demonstrable value in the hands of a competitor: pricing models, formulas, software applications and designs and other technologies and devices utilized in the management of communications. In return for the consideration described in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as a condition precedent to the Employer entering into this Agreement, and as an inducement to the Employer to do so, the Executive hereby represents, warrants, and covenants as follows:
A. The Executive has executed and delivered this Agreement as his free and voluntary act, after having determined that the provisions contained herein are of a material benefit to him, and that the duties and obligations imposed on him hereunder are fair and reasonable and will not prevent him from earning a comparable livelihood following the termination of his employment with the Employer.
B. The Executive has read and fully understands the terms and conditions set forth herein, has had time to reflect on and consider the benefits and consequences of entering into this Agreement, and has had the opportunity to review the terms hereof with an attorney or other representative, if he so chooses.
C. The execution and delivery of this Agreement by the Executive does not conflict with, or result in a breach of or constitute a default under, any agreement or contract, whether oral or written, to which the Ex...
Protective Covenants. Employee acknowledges that his specialized skills, abilities and contacts are important to the success of the Company, and agrees that he shall faithfully and strictly adhere to the following covenants:
Protective Covenants. Executive shall abide by and be bound by the following Protective Covenants:
Protective Covenants. Executive acknowledges that this Agreement provides for additional consideration beyond what OSH or any OSH Affiliate is otherwise obligated to pay. In consideration of the opportunity for the Severance Benefits, and other good and valuable consideration, Executive agrees to the following:
Protective Covenants. In consideration of, among other things, the grant of the Award to the Employee, the Employee acknowledges and agrees, by acceptance of the Award, to the following provisions:
Protective Covenants. Employee agrees that the following covenants are reasonable and necessary agreements for the protection of the business of the Elevate Group:
Protective Covenants. 12.1 Each Seller covenants with the Purchaser (for itself and as trustee for the Company which may enforce the provisions of this clause 12 as if a party to this agreement) that he shall not either himself or by an agent and either on his own account or for the benefit of or in association with any other person and whether directly or indirectly:
(a) for a period of three years from Completion carry on or be engaged in or be concerned with any business carrying on business in the Restricted Area which is competitive or, so far as such Seller is aware, intends to be competitive with the Business, except that he may continue to hold as an investment not more than five per cent. of the issued share capital of a company listed or quoted on a market operated by a Recognised Investment Exchange, to the extent such shares were held by such Seller at Completion;
(b) for a period of three years from Completion carry on or be engaged in or be concerned with any business carrying on business in the Restricted Area which carries out or, so far as such Seller is aware, intends to carry out the business of providing payment and/or invoice and/or document automation solutions (or any combination thereof), except that he may continue to hold as an investment not more than five per cent. of the issued share capital of a company listed or quoted on a market operated by a Recognised Investment Exchange, to the extent such shares were held by such Seller at Completion;
(c) within the Restricted Area for a period of three years from Completion other than on behalf of any of the Group Companies canvass or solicit orders for goods and/or services which are competitive with those being provided by the Company at Completion from any person, firm, company, business or organisation who is at Completion or has been at any time within two years prior to Completion a customer or Prospective Customer of the Company;
(d) within the Restricted Area for a period of three years from Completion deal with or accept orders for goods and/or services competitive with those being sold and/or licensed and/or provided and/or distributed by the Company at Completion;
(e) within the Restricted Area for a period of three years from Completion deal with or accept orders for the provision of payment and/or invoice and/or document automation solutions or any combination thereof; or
(f) for a period of three years from Completion induce or attempt to induce any current supplier of the Company to cease to ...
