Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates: (i) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business. (ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person. (iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates. (iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
Appears in 5 contracts
Samples: Employment Agreement (Duckhorn Portfolio, Inc.), Employment Agreement (Duckhorn Portfolio, Inc.), Employment Agreement (Duckhorn Portfolio, Inc.)
Restricted Activities. The Executive agrees that the following restrictions on his the Executive’s activities during and after his the Executive’s employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his the Executive’s employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his the Executive’s employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his the Executive’s solicitation of such Person.
(iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his the Executive’s employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
Appears in 3 contracts
Samples: Employment Agreement (Duckhorn Portfolio, Inc.), Employment Agreement (Duckhorn Portfolio, Inc.), Employment Agreement (Duckhorn Portfolio, Inc.)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive is you are employed by the CompaniesCompany and during the two (2) year period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the Executive will “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent Company does business or undertake any planning for any business competitive with the Company or any of their Affiliates conducts its Affiliates. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is actively engaged in any business that is competitive with the business of the Company or its Affiliates, as conducted or in planning to conduct businessduring your employment with the Company.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier customer or other business partner franchisee of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendoror franchisee or prospective franchisee, supplier, or other business partner of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer, or franchisee or prospective franchisee, conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer or franchisee of the Company or any of its Affiliates at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their its Affiliates or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six preceding two (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv2) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)years.
Appears in 2 contracts
Samples: Employment Agreement (Planet Fitness, Inc.), Employment Agreement (Planet Fitness, Inc.)
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment restrictive covenants provided herein are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests made in consideration of the CompanyExecutive’s compensation for services rendered or to be rendered to the Corporation and in view of the position held by Executive, Parent the relationships that have been and their Affiliateswill be developed and maintained by Executive on behalf of the Corporation, and the confidential nature and proprietary value of the information which the Corporation may share with Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. During the Employment Period and for a period of thirty-six (36) months following the expiration or termination of the Employment Period, and including any continuing consulting period described in Section 5(k) (the “Restricted Term”), whether such termination is voluntary or involuntary, Executive shall not, without the prior written consent of the Corporation:
(i) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether either as ownerprincipal, partneragent, investorstockholder, employee, consultant, agentrepresentative or in any other capacity, employeeown, co-venturer manage, operate or otherwisecontrol, or be concerned, connected or employed by, or otherwise act in any manner with, engage in or compete with, or undertake any planning to engage have a financial interest in or compete with, any business conducted which is engaged in the Field of Interest anywhere in the world, except that nothing contained herein shall preclude Executive from purchasing or in active planning to be conducted by the Company, Parent or any of their Affiliates owning stock in any geographic area where such business if such stock is publicly traded, and provided that Executive’s holdings do not exceed five percent (5%) of the Company, Parent or any issued and outstanding capital stock of their Affiliates conducts or is actively planning to conduct such business.; or
(ii) While either individually or on behalf of or through any third party, solicit, divert, hire or otherwise appropriate or attempt to solicit, divert, hire or otherwise appropriate, for the Executive is employed by purpose of competing in the CompaniesField of Interest anywhere in the Restricted Territory with the Corporation or with any present or future parent, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier subsidiary or other business partner affiliate of the CompanyCorporation, Parent any employee or agent of the Corporation, any joint venture or strategic partners of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partnerthe Corporation, or any customers, vendors or prospective customer, vendor, supplier, customers or other business partner vendors of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such PersonCorporation.
(iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
Appears in 2 contracts
Samples: Employment Agreement (Athenex, Inc.), Employment Agreement (Athenex, Inc.)
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) While As per the Executive is employed by original agreement you signed on or about August 8, 2015, during the Companies12-month period immediately following termination of your employment, regardless of the Executive will reason therefor, you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent or any of their Affiliates conducts Company does business or is actively planning to conduct businessdo business or undertake any planning for any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the business of the Company for this period.
(ii) While During the Executive is employed by the Companiessame 12 month period immediately following your termination of employment, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner customer of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendor, supplier, or other business partner customer of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one (1)-year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within such one (1) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their its Affiliates or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the Companies, the Executive same 12 month period immediately following your termination of employment you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six preceding two (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv2) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)years.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (DAVIDsTEA Inc.)
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(ia) While During Executive’s employment with the Executive is employed by the CompaniesCompany, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates.
b) During Executive’s employment with the Company and for eighteen (18) months (the “Restricted Period”) after his employment terminates pursuant to Sections 5(c), 5(d), 5(e) or 5(f) of this Agreement, the Executive shall not, directly or indirectly, on behalf of a Competing Business, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in compete with the Company or compete with, any of its Affiliates or undertake any planning for any Competing Business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner, or compete withwork or provide services, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any Competing Business. For the Companypurposes of this Section 10, Parent Competing Business of the Company and its Affiliates shall be deemed to include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of five percent (5%) or less of the equity securities of any of their Affiliates conducts or is actively planning to conduct businessnon-competing publicly traded company.
(iic) While During the Executive is employed by the CompaniesRestricted Period, the Executive will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner customer of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendor, supplier, or other business partner customer of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, provided that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within that one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent Company or any one of their its Affiliates or has had access to Confidential Information which would assist in his the Executive’s solicitation of such Person.
(iiid) While During the Executive is employed by the CompaniesRestricted Period, the Executive will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, /her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six (6)-month period immediately preceding two years. An exception shall be made for Xx. Xxxxxx Xxx. For the activity restricted by this Section 3(d)(iv). Notwithstanding avoidance of doubt, the foregoing, foregoing provision shall not prohibit a general solicitation on of employment in the part ordinary course of business or prevent the Executive, or subsequent employer of the Executive, from employing any employee who contacts the Executive as a result of such a general solicitation or at his or her own initiative without any direct or indirect solicitation by form letter, blanket mailing or published advertisement that is not directed at any of encouragement from the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)Executive.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (BeiGene, Ltd.)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive is you are employed by the CompaniesCompany and during the two (2) year period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the Executive will “Restricted Period”), you shall not, except as it constitutes the practice of law, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent Company does business or undertake any planning for any business competitive with the Company or any of their Affiliates conducts its Affiliates. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity other than the practice of law, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is actively engaged in any business that is competitive with the business of the Company or its Affiliates, as conducted or in planning to conduct businessduring your employment with the Company.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner customer of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendor, supplier, or other business partner customer of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding two year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said two year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their its Affiliates or has had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)two years.
Appears in 2 contracts
Samples: Employment Agreement (Planet Fitness, Inc.), Employment Agreement (Planet Fitness, Inc.)
Restricted Activities. The In exchange for good and valuable consideration, the Executive agrees that the following some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its affiliates. Accordingly, in recognition of the highly competitive nature of the Company's business, Parent Executive understands and their Affiliates:
agrees as follows. During Executive's employment and for a period of twenty-four (i24) While months immediately following the Termination Date, regardless of the reason for such termination, Executive agrees that he shall not, either directly or indirectly, accept employment with, act as a consultant to, or otherwise perform the same services (which shall be determined regardless of job title) for any business that directly competes with the Company's business, which is employed understood to be the design, manufacture and retail sale (including Internet sales) of specialty clothing, accessories, shoes, and related items or any other line of business the Company becomes involved in prospectively by virtue of expansion, acquisition and/or joint venture; provided, however, nothing in this Agreement shall be construed as limiting Executive's ability to engage in any lawful off-duty conduct. During Executive's employment and for a period of twenty-four (24) months immediately following the CompaniesTermination Date, regardless of the reason for such termination, Executive will agrees that he shall not, directly or indirectly, whether as ownersolicit, induce, or attempt to (a) solicit or induce, any person known to Executive to be an employee, contractor or consultant of the Company (each such person, a "Company Person"), to terminate his or her employment or other relationship with the Company for the purpose of associating with (i) any entity of which Executive is or becomes an officer, director, member, partner, investor, consultantprincipal, agent, employee, co-venturer Executive or otherwise, engage in or compete withconsultant, or undertake (ii) any planning to engage in or compete with, any business conducted or in active planning to be conducted by competitor of the Company, Parent or (b) otherwise encourage any Company Person to terminate his or her employment or other relationship with the Company for any other purpose or no purpose. During Executive's employment and for a period of their Affiliates in any geographic area where 12 months immediately following the CompanyTermination Date, Parent or any regardless of their Affiliates conducts or is actively planning to conduct business.
(ii) While the reason for such termination, Executive is employed by the Companies, the Executive will agrees that he shall not, directly or indirectly, (a) solicit solicit, induce or encourage, or attempt to solicit, induce or encourage any customerstrategic partners, vendorfranchisees, supplier joint venturers, customer or other business partner vendor of the Company, Parent Company or any of their Affiliates its affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any person any business or activity which such business partner or prospective business partner customer conducts or could conduct with the Company, Parent Company or any of their Affiliates; providedits affiliates. Executive further agrees that, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive while he is employed by the CompaniesCompany and thereafter, he will not willfully make false, misleading or disparaging statements about the Company or any of its affiliates including, without limitation, its products, services, management, employees and customers. Executive shall not breach any lawful, enforceable agreement to keep in confidence, or to refrain from using, the nonpublic ideas, information or materials of a third party, including, but not limited to, a former employer or present or former customer or client. Executive will notshall not bring any such ideas, directly information or indirectly, hire or engage any employee of materials to the Company, Parent or use any of their Affiliates.
(iv) While the Executive is employed such ideas, information or materials in connection with Executive's employment by the Companies Company. Executive acknowledges that he has carefully read and during considered all the twelve (12)-month period immediately following termination terms and conditions of his employmentthis Agreement, regardless including the restraints imposed upon him pursuant to Sections 6 and 7 of this Agreement. The Executive agrees without reservation that each of the reason therefor (restraints contained in this Agreement is reasonable and necessary for the protection of the goodwill, confidential information and other legitimate interests of the Company and its affiliates; that each and every one of the restraints is reasonable in respect to subject matter, and that the restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the “Restricted Period”)period in which he is bound by the restraints. The Executive further agrees that he will never assert, or permit to be asserted on his own behalf, in any forum, any position contrary to the foregoing. Executive further acknowledges that, were he to breach any of the covenants contained in Sections 6 an 7 hereof, the damage to the Company would be irreparable. Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of therefore agrees that the Company, Parent in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by him of any of their Affiliates or seek said covenants, without having to persuade post bond. The parties further agree that, in the event that any provision of Section 6 and 7 of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable, such employee provision shall be deemed to discontinue employment or (b) solicit or encourage any independent contractor providing services be modified to permit its enforcement to the Company, Parent maximum extent permitted by law. Executive acknowledges and agrees that any violation of the terms and conditions of Sections 6 or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes 7 of this Agreement will constitute an "Event Triggering Forfeiture" as defined in Section 3(d)(iv), an “employee” or an “independent contractor” 10(b) of the Company, Parent or any 2005 Plan and will trigger the forfeiture and repayment provisions of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part 10(a) of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)2005 Plan.
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Samples: Chief Executive Officer Employment Agreement, Chief Executive Officer Employment Agreement (American Eagle Outfitters Inc)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive is you are employed by the CompaniesCompany and during the two (2)-year period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the Executive will “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent Company does business or undertake any planning for any business competitive with the Company or any of their Affiliates conducts its Affiliates. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is actively engaged in any business that is competitive with the business of the Company or its Affiliates, as conducted or in planning to conduct business.during your employment with the Company. Xxxxxx Xxxxxx July 2, 2015
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (aA) solicit or encourage any customer, vendor, supplier customer or other business partner franchisee of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them or (bB) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendoror franchisee or prospective franchisee, supplier, or other business partner of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer, or franchisee or prospective franchisee, conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer or franchisee of the Company or any of its Affiliates at any time within the immediately preceding two (2)-year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such two (2)-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their its Affiliates or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six preceding two (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv2) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)years.
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Restricted Activities. The Executive agrees Optionee understands that the following restrictions on his activities Company is granting to the Optionee an option to purchase Shares to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, the Optionee agrees that: (a) s/he will not at any time during his/her employment with the Company or any Affiliate, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his/her own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the entire course of his/her employment with, or other performance of services for, the Company or any Affiliate or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and after his employment are necessary to protect s/he shall retain all such knowledge and information in trust for the goodwill, Confidential Information, trade secrets and other legitimate interests benefit of the Company, Parent its Affiliates and their Affiliates:
the successors and assigns of any of them; (ib) While if s/he is Terminated, s/he will not for two years following the Executive Termination directly or indirectly solicit for employment, including without limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the CompaniesCompany or any Affiliate (a ““LGI” Employee”) (it being understood that, if the Optionee becomes affiliated with another person (the “Successor”) and the Successor solicits for employment a “LGI” Employee, it shall not constitute a solicitation hereunder if the Optionee does not solicit, recommend to the Successor, or otherwise bring to the attention of the Successor, the Executive “LGI” Employee); and (c) s/he will not, directly not at any time during his/her employment or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer after any Termination publish any statement or otherwise, engage in make any statement (under circumstances reasonably likely to become public or compete withthat s/he might reasonably expect to become public) critical of the Company or any Affiliate, or undertake in any planning to engage in way adversely affecting or compete with, otherwise maligning the business or reputation of the Company or any business conducted or in active planning to be conducted by the Company, Parent of its Affiliates or any of their Affiliates respective officers, directors or employees (any activity described in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, clause (a) solicit or encourage any customer), vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek or (c) of this sentence being herein referred to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company“Prohibited Activity”). In addition, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive is employed by the Companiesaccordingly, the Executive Optionee agrees that s/he will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such not at any time during his/her employment with the six Company or any Affiliate or the twelve (6)-month 12) months thereafter (including any period immediately preceding following Termination during or in respect of which s/he is receiving any severance payment) engage in any Competitive Activity (as defined below) anywhere in the activity restricted by this Section 3(d)(iv). Notwithstanding world (including, without limitation, anywhere in the foregoingUnited States of America, a general solicitation on the part of the Executive by form letterUnited Kingdom, blanket mailing Hong Kong, China or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(ivTaiwan).
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Restricted Activities. The Executive agrees Grantee understands that the following restrictions on his activities Company is granting to the Grantee the Performance Shares to reward the Grantee for the Grantee’s future efforts and loyalty to the Company and its Affiliates by giving the Grantee the opportunity to participate in the equity of the Company. Accordingly, the Grantee agrees that: (a) s/he will not at any time during his/her employment with the Company or any Affiliate, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his/her own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the entire course of his/her employment with, or other performance of services for, the Company or any Affiliate or any predecessor of any of the foregoing, no matter from where or in what manner the Grantee may have acquired such knowledge or information, and after his employment are necessary to protect s/he shall retain all such knowledge and information in trust for the goodwill, Confidential Information, trade secrets and other legitimate interests benefit of the Company, Parent its Affiliates and their Affiliates:
the successors and assigns of any of them; (ib) While if s/he is Terminated, s/he will not for two years following the Executive Termination directly or indirectly solicit for employment, including without limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the CompaniesCompany or any Affiliate (a “Dept. 56 Employee”) (it being understood that, if the Grantee becomes affiliated with another person (the “Successor”) and the Successor solicits for employment a Dept. 56 Employee, it shall not constitute a solicitation hereunder if the Grantee does not solicit, recommend to the Successor, or otherwise bring to the attention of the Successor, the Executive Dept. 56 Employee); and (c) s/he will not, directly not at any time during his/her employment or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer after any Termination publish any statement or otherwise, engage in make any statement (under circumstances reasonably likely to become public or compete withthat s/he might reasonably expect to become public) critical of the Company or any Affiliate, or undertake in any planning to engage in way adversely affecting or compete with, otherwise maligning the business or reputation of the Company or any business conducted or in active planning to be conducted by the Company, Parent of its Affiliates or any of their Affiliates respective officers, directors or employees (any activity described in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, clause (a) solicit or encourage any customer), vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek or (c) of this sentence being herein referred to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company“Prohibited Activity”). In addition, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive is employed by the Companiesaccordingly, the Executive Grantee agrees that s/he will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such not at any time during his/her employment with the six Company or any Affiliate or the twelve (6)-month 12) months thereafter (including any period immediately preceding following Termination during or in respect of which s/he is receiving any severance payment) engage in any Competitive Activity (as defined below) anywhere in the activity restricted by this Section 3(d)(iv). Notwithstanding world (including, without limitation, anywhere in the foregoingUnited States of America, a general solicitation on the part of the Executive by form letterUnited Kingdom, blanket mailing Hong Kong, China or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(ivTaiwan).
Appears in 1 contract
Restricted Activities. The Executive agrees Optionee understands that the following restrictions on his activities Company is granting to the Optionee an option to purchase Shares to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, the Optionee agrees that: (a) s/he will not at any time during his/her employment with the Company or any Affiliate, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his/her own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the entire course of his/her employment with, or other performance of services for, the Company or any Affiliate or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and after his employment are necessary to protect s/he shall retain all such knowledge and information in trust for the goodwill, Confidential Information, trade secrets and other legitimate interests benefit of the Company, Parent its Affiliates and their Affiliates:
the successors and assigns of any of them; (ib) While if s/he is Terminated, s/he will not for two years following the Executive Termination directly or indirectly solicit for employment, including without limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the CompaniesCompany or any Affiliate (a “Dept. 56 Employee”) (it being understood that, if the Optionee becomes affiliated with another person (the “Successor”) and the Successor solicits for employment a Dept. 56 Employee, it shall not constitute a solicitation hereunder if the Optionee does not solicit, recommend to the Successor, or otherwise bring to the attention of the Successor, the Executive Dept. 56 Employee); and (c) s/he will not, directly not at any time during his/her employment or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer after any Termination publish any statement or otherwise, engage in make any statement (under circumstances reasonably likely to become public or compete withthat s/he might reasonably expect to become public) critical of the Company or any Affiliate, or undertake in any planning to engage in way adversely affecting or compete with, otherwise maligning the business or reputation of the Company or any business conducted or in active planning to be conducted by the Company, Parent of its Affiliates or any of their Affiliates respective officers, directors or employees (any activity described in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, clause (a) solicit or encourage any customer), vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek or (c) of this sentence being herein referred to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company“Prohibited Activity”). In addition, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive is employed by the Companiesaccordingly, the Executive Optionee agrees that s/he will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such not at any time during his/her employment with the six Company or any Affiliate or the twelve (6)-month 12) months thereafter (including any period immediately preceding following Termination during or in respect of which s/he is receiving any severance payment) engage in any Competitive Activity (as defined below) anywhere in the activity restricted by this Section 3(d)(iv). Notwithstanding world (including, without limitation, anywhere in the foregoingUnited States of America, a general solicitation on the part of the Executive by form letterUnited Kingdom, blanket mailing Hong Kong, China or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(ivTaiwan).
Appears in 1 contract
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive is you are employed by the CompaniesCompany and during the two (2) year period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the Executive will “Restricted Period”), you shall not, except as it constitutes the practice of law, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent Company does business or undertake any planning for any business competitive with the Company or any of their Affiliates conducts its Affiliates. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity other than the practice of law, whether as an employee, independent contractor or otherwise, whether with or without Xxxxxxx Xxxxx July 2, 2015 compensation, to any Person that is actively engaged in any business that is competitive with the business of the Company or its Affiliates, as conducted or in planning to conduct businessduring your employment with the Company.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (aA) solicit or encourage any customer, vendor, supplier customer or other business partner franchisee of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them or (bB) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendoror franchisee or prospective franchisee, supplier, or other business partner of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer, or franchisee or prospective franchisee conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer or franchisee of the Company or any of its Affiliates at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their its Affiliates or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six preceding two (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv2) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)years.
Appears in 1 contract
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) i. While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) . While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) . While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) . While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
Appears in 1 contract
Restricted Activities. The Executive agrees that the following restrictions on his her activities during and after his her employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his her employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his her employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his her solicitation of such Person.
(iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his her employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
Appears in 1 contract
Restricted Activities. The Executive agrees that the following some restrictions on his activities during and after his employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate business interests of the Company, Parent Company and their its Affiliates:
(ia) While the Executive is employed by the CompaniesCompany and for eighteen (18) months after his employment terminates (together, the “Restricted Period”), the Executive will shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete withwith the Business anywhere where the Business is conducted, or undertake any planning for any business competitive with the Business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or compete indirectly competitive with the Business as conducted or under consideration at any time during the Executive’s employment. Restricted activity also includes, without limitation, accepting employment or a consulting position with, or otherwise providing services to, any business conducted Person who is or in active is planning to be conducted by become a competitor of the Business where such employment, consulting or services relate to the Business.
(b) The Executive agrees that, during his employment with the Company, Parent he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct businessits Affiliates.
(iic) While The Executive agrees that, during the Executive is employed by the CompaniesRestricted Period, the Executive will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner customer of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendor, supplier, or other business partner customer of the Company, Parent Company or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, provided that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one (1) year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one (1) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company, Parent Company or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent Company or any one of their its Affiliates or has had access to Confidential Information which would assist in his the Executive’s solicitation of such Person.
(iiid) While The Executive agrees that, during the Executive is employed by the CompaniesRestricted Period, the Executive will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Company or any of its Affiliates to discontinue employment employment, or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person person who was such at any time during within the six preceding one (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv1) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)year.
Appears in 1 contract
Samples: Employment Agreement (Green Mountain Coffee Roasters Inc)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their Affiliatesits subsidiaries:
(i) While the Executive is you are employed by the CompaniesCompany and during the twelve (12)-month period immediately following termination of your employment, regardless of the Executive will reason therefor (in the aggregate, tl1e “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by Compete with the Company, Parent Company or any of their Affiliates its subsidiaries in any geographic area where in which the Company, Parent or any of their Affiliates conducts Company does business or is actively planning to conduct businessdo business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its subsidiaries in the Restricted Area. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is specifically engaged in drug delivery ophthalmology for delivery in the anterior or posterior segment, or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates. Notwithstanding the foregoing, in the event of any termination of your employment pursuant to Section 4(b) or Section 4(c) below that occurs prior to the first anniversary of the Start Date, the Restricted Period shall mean the period that commences on the Start Date and ends on the date that is six (6) months following the date that your employment terminates.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent Company or any of their Affiliates its subsidiaries to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier or other business partner, partner or any prospective customer, vendor, supplier, supplier or other business partner of the Company, Parent Company or any of their Affiliates, its subsidiaries to conduct with anyone else any business or activity which such customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner conducts or could conduct with the Company, Parent Company or any of their Affiliatesits subsidiaries; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its subsidiaries at any time within the immediately preceding two (2)-year period or whose business has been solicited on behalf of the Company or any of the subsidiaries by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their Affiliates its subsidiaries or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their Affiliates its subsidiaries or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage engage, or solicit for hiring or engagement, any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates its subsidiaries or seek to persuade any such employee of the Company or any of its subsidiaries to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their Affiliates its subsidiaries to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their Affiliates its subsidiaries is any Person person who was such at any time during within the six preceding eighteen (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv18) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)months.
Appears in 1 contract
Samples: Employment Agreement (EyePoint Pharmaceuticals, Inc.)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their Affiliatesits subsidiaries:
(i) While the Executive is you are employed by the CompaniesCompany and during the twelve (12)-month period immediately following termination of your employment, regardless of the Executive will reason therefor (the “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their Affiliates its subsidiaries in any geographic area where in which the Company, Parent or any of their Affiliates conducts Company does business or is actively planning to conduct do business during your employment or, at the time your employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its subsidiaries in the Restricted Area. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that engaged in a competitive business, including but not limited to, drug delivery ophthalmology for delivery in the anterior or posterior segment, or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates. Notwithstanding the foregoing, in the event of any termination of your employment pursuant to Section 4(b) or Section 4(c) below that occurs prior to the first anniversary of the Start Date, the Restricted Period shall mean the period that commences on the Start Date and ends on the date that is six (6) months following the date that your employment terminates.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent Company or any of their Affiliates its subsidiaries to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier or other business partner, partner or any prospective customer, vendor, supplier, supplier or other business partner of the Company, Parent Company or any of their Affiliates, its subsidiaries to conduct with anyone else any business or activity which such customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner conducts or could conduct with the Company, Parent Company or any of their Affiliatesits subsidiaries; provided, however, that these restrictions shall apply (a) only with respect to those Persons who are or have been a business partner of the Company or any of its subsidiaries at any time within the immediately preceding two (2)-year period or whose business has been solicited on behalf of the Company or any of the subsidiaries by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (b) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Company or any one of their Affiliates its subsidiaries or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Company or any one of their Affiliates its subsidiaries or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage engage, or solicit for hiring or engagement, any employee of the Company, Parent Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates its subsidiaries or seek to persuade any such employee of the Company or any of its subsidiaries to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their Affiliates its subsidiaries to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Company or any of their Affiliates its subsidiaries is any Person person who was such at any time during within the six preceding eighteen (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv18) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv)months.
Appears in 1 contract
Samples: Employment Agreement (EyePoint Pharmaceuticals, Inc.)
Restricted Activities. The Executive agrees You agree that the following restrictions on his your activities during and after his your employment are necessary to protect the goodwillgood will, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Corporation and their its Affiliates:
(i) While the Executive is you are employed by the CompaniesCorporation and during the 6-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the Executive will “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Corporation or any of their its Affiliates in any geographic area where in which the Company, Parent or any of their Affiliates conducts Corporation does business or is actively planning to conduct do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Corporation or any of its Affiliates in the Restricted Area. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the business of the Corporation or its Affiliates, as conducted or in planning during your employment with the Corporation, in the Restricted Area. By business that is competitive with the business of the Corporate, we mean the specialty tea retail and/or tea beverage business.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, not directly or indirectly, indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner customer of the Company, Parent Corporation or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them them; or (b) seek to persuade any such customer, vendor, supplier customer or other business partner, or any prospective customer, vendor, supplier, or other business partner customer of the Company, Parent Corporation or any of their Affiliates, its Affiliates to conduct with anyone else any business or activity which such business partner customer or prospective business partner customer conducts or could conduct with the Company, Parent Corporation or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Corporation or any of its Affiliates at anytime within the immediately preceding one (1)-year period or whose business has been solicited on behalf of the Corporation or any of the Affiliates by any of their officers, employees or agents within such one (1) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has you have performed work for such Person during his your employment with the Company, Parent Corporation or any one of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his your employment or other associations with the Company, Parent Corporation or any one of their its Affiliates or has have had access to Confidential Information which would assist in his your solicitation of such Person.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive you will not, directly or indirectlyand will not assist any other Person to, (a) hire or engage solicit for hiring any employee of the Company, Parent Corporation or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their its Affiliates or seek to persuade any such employee of the Corporation or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Corporation or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv)Agreement, an “employee” or an “independent contractor” of the Company, Parent Corporation or any of their its Affiliates is any Person person who was such at any time during within the six preceding two (6)-month period immediately preceding 2) years. In signing this Agreement, you give the activity restricted by Corporation assurance that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on you under this Section 3(d)(iv)1. Notwithstanding You agree without reservation that these restraints are necessary for the foregoing, a general solicitation on the part reasonable and proper protection of the Executive by form letterCorporation and its Affiliates, blanket mailing or published advertisement and that each and every one of the restraints is not directed at reasonable in respect to subject matter, length of time and geographic area. You further agree that, were you to breach any of the Persons described covenants contained in this Section 3(d)(iv) will not1, solely the damage to the Corporation and its Affiliates would be irreparable. You therefore agree that the Corporation, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by reason thereofyou of any of those covenants, constitute a violation without having to post bond, together with an award of its reasonable attorney's fees incurred in enforcing its rights hereunder. So that the Corporation may enjoy the full benefit of the covenants contained in this Section 1, you further agree that the Restricted Period shall be tolled, and shall not run, during the period of any breach by you of any of the covenants contained in this Section 1. You and the Corporation further agree that, in the event that any provision of this Section 3(d)(iv)1 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Corporation's Affiliates shall have the right to enforce all of your obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 1. Finally, no claimed breach of this Agreement or other violation of law attributed to the Corporation, or change in the nature or scope of your employment relationship with the Corporation, shall operate to excuse you from the performance of your obligations under this Section 1.
Appears in 1 contract
Restricted Activities. The Executive agrees that the following some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company, Parent Company and their its Affiliates:
(ia) While the Executive is employed by the CompaniesCompany and for the period of twelve (12) months immediately following termination of his employment (in the aggregate, the “Non-Competition Period”), the Executive will shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage compete with the Company or any of its Subsidiaries anywhere in or compete withthe world. Specifically, or undertake any planning but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or compete with, any indirectly competitive or potentially competitive with the business conducted or in active planning to be conducted by of the Company, Parent Company or any of their Affiliates its Subsidiaries as conducted or under consideration at any time during the Executive’s employment or to provide services in any geographic area where capacity to a Person which is a competitor of the Company, Parent Company or any of their Affiliates conducts or is actively planning to conduct businessits Subsidiaries.
(iib) While The Executive further agrees that during the Executive is employed Non-Competition Period, he will not hire or attempt to hire any employee of the Company or any of its Subsidiaries; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Companies, the Executive will not, directly Company or indirectly, (a) any of its Subsidiaries; or solicit or encourage any customer, vendor, supplier customer or other business partner vendor of the Company, Parent Company or any of their Affiliates its Subsidiaries to terminate or diminish his, her or its relationship with any them, or, in the case of them or (b) seek to persuade any such a customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any Person any business or activity which such business partner or prospective business partner customer conducts or could reasonably be expected to conduct with the Company, Parent Company or any of their Affiliates; providedits Subsidiaries. Notwithstanding anything to the contrary in the foregoing sentence, howeverfollowing any termination of the Executive’s employment hereunder, that these restrictions shall apply only if other than a termination under Section 5(c) hereof for Cause, the Executive shall not be in breach of this Section 9(b) if he or another Person hires a former employee of the Company or any of its Subsidiaries provided that the employment of such employee with the Company and any of its Subsidiaries has performed work for ended prior to the termination of the Executive’s employment hereunder and such Person during his employee sought such employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment Executive or other associations with the Company, Parent Person on an unsolicited basis (meaning without solicitation before or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee after termination of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless employment of the reason therefor (in employee or the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(ivExecutive).
Appears in 1 contract
Restricted Activities. The Executive Officer agrees that the following restrictions on his the Officer’s activities during and after his employment the Officer’s engagement with the Company under this Agreement are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive Officer is employed engaged by the CompaniesCompany and during the one-year period following the termination of the Officer’s services under this Agreement for any reason (collectively, the Executive “Restricted Period”), the Officer will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete within, or undertake any planning to engage in or compete within, the business of establishing, marketing, managing and/or operating any business conducted engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the “Business”) anywhere in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct businessworld.
(ii) While During the Executive is employed by the CompaniesRestricted Period, the Executive Officer will not, directly or indirectly, (a) solicit for hiring or encourage engagement, hire, or engage any customer, vendor, supplier employee or other business partner independent contractor of the Company, Parent Company or any of their Affiliates to terminate its Affiliates, or diminish his, her or its relationship with any of them or (b) seek to persuade any such customeremployee or independent contractor to discontinue or modify his, vendor, supplier his or other business partner, or any prospective customer, vendor, supplier, or other business partner of its relationship with the Company, Parent Company or any of their its Affiliates, to conduct with anyone else provided that (a) the Officer shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any business such person and (b) nothing in this Section 3(b)(ii) will prohibit the solicitation or activity which such business partner hiring of any individual who is no longer employed by the Company or prospective business partner conducts or could conduct with its Affiliates at the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation time of such Personsolicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring.
(iii) While During the Executive is employed by the CompaniesRestricted Period, the Executive Officer will not, directly or indirectly, hire or engage in any employee of way intentionally interfere with the Company, Parent relationship between the Company or any of their Affiliates.
(iv) While the Executive is employed by the Companies its Affiliates and during the twelve (12)-month period immediately following termination of his employmentany customer, regardless distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent Company or any of their Affiliates its Affiliates, provided that soliciting or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to engaging in business with the Company, Parent ’s or any of their Affiliates its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to terminate or diminish his, her or its relationship with any of them. For the purposes of violate this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv3(b)(iii) will not, solely by reason thereof, constitute a violation . This Section 3(b)(iii) shall in no way limit the provisions of this Section 3(d)(iv3(b)(i).
Appears in 1 contract
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business; provided, however, that nothing in this Section 3(d)(i) will prohibit the Executive from continuing to operate the vineyard that he owns as of the Effective Date on the terms and conditions set forth in Section 1(b) of this Agreement.
(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
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Restricted Activities. The Executive agrees that the following restrictions on his the Executive’s activities during and after his the Executive’s employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent and their Affiliates:
(i) i. While the Executive is employed by the Companies, the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business.
(ii) . While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during his the Executive’s employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his the Executive’s employment or other associations with the Company, Parent or any of their Affiliates or has had access to Confidential Information which would assist in his the Executive’s solicitation of such Person.
(iii) . While the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) . While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his the Executive’s employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company, Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv).
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Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company, Parent Company and their its Affiliates:
(i) While the Executive is employed by the CompaniesCompany and during the twelve (12)-month period immediately following termination of his employment, other than a termination due to layoff or termination by the Company without Cause (in the aggregate, the “Non-Compete Period”), the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by with the Company, Parent Company or any of their its Affiliates in any geographic area where in which the Company, Parent Company or any of their its Affiliates conducts does business or is actively planning to conduct businessdo business during the Executive’s employment or, with respect to the portion of the Non-Compete Period that follows the termination of the Executive’s employment, at the time of such termination, in any geographic area in which the Executive, during the last two (2) years of the Executive’s employment with the Company, provided services or had a material presence or influence (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its Affiliates in the Restricted Area, in each case involving any of the services that the Executive provided to the Company at any time during the Executive’s employment with the Company or, with respect to the portion of the Non-Compete Period that follows the termination of the his employment, during the last two (2) years of the Executive’s employment with the Company. Notwithstanding the foregoing, nothing contained herein shall prohibit the Executive from engaging in the practice of law.
(ii) While the Executive is employed by the CompaniesCompany and during the twelve (12)-month period immediately following termination of the Executive’s employment for any reason (in the aggregate, the “Non-Solicit Period”), the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent Company or any of their its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company, Parent Company or any of their its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its Affiliates at any time within the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company, Parent Company or any of their its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company, Parent Company or any one of their its Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.
(iii) While During the Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates.
(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of his employment, regardless of the reason therefor (in the aggregate, the “Restricted Non-Solicit Period”), the Executive will not, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement engagement, any employee of the Company, Parent Company or any of their its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent Company or any of their its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv3(d)(iii), an “employee” or an “independent contractor” of the Company, Parent Company or any of their its Affiliates is any Person who was such at any time during the six twenty-four (6)-month 24)-month period immediately preceding the activity restricted by this Section 3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv3(d)(iii).
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