Restrictive Covenants; Consulting Agreement Sample Clauses

Restrictive Covenants; Consulting Agreement a. Employee will perform services which have a unique value to Employer which if used in competition with Employer could cause serious and irreparable harm to Employer. Employee will develop goodwill for Employer through personal contact with customers and others who have business relationships with Employer. This goodwill, which is a proprietary asset of Employer, may follow Employee after the employment with Employer terminates. Employee agrees that while employed by Employer and for a period of three (3) years following the termination of his Employment, whether under Section 2 or Section 6, Employee will not, unless given prior written consent by Employer: (1) directly or indirectly solicit, induce, influence or attempt to solicit, induce or influence any person or entity who was employed by Employer during the same time as Employee to end or modify his/her employment relationship with Employer, or to work for Employee or any other entity (this means, among other things that Employee will not recruit or hire any of Employer's employees, or identify such people to any third party as a potential candidate for employment or contractor relationship). Employee will not directly or indirectly persuade or attempt to persuade any customer, supplier, distributor, retailer, person or entity which does business with Employer during the time of Employee's employment with Employer, to discontinue or modify its existing business relationship with Employer and its affiliates. (2) engage or act, either as a consultant, independent contractor, proprietor, partner, employee, officer, or in any other capacity, in any business which brews, packages, markets or distributes craft alcoholic malt beverages in any state of the continental United States or in any foreign country, where Employer brewed, packaged, marketed or distributed alcoholic malt beverages during the term of this Agreement, provided however that this Subsection 8(a) (2) shall not apply to Employee if Employee's employment is terminated pursuant to 6(c)(1) - (3), above, and provided further that if this Subsection does apply, it shall not prevent Employee from providing consulting services relating to the Canadian market to Canadian business entities . b. If any provision or portion of this section of the Agreement is held unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, the provision will be deemed to be modified to the extent necessary for the provision to be legally enforceab...

Restrictive Covenants; Consulting Agreement. (a) The Employee acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, valuable confidential and proprietary information relating to the businesses of the Companies, and, accordingly, the Employee hereby undertakes and covenants that at all times during the Employment Period and, at the Companies' option (which may be exercised by the giving of written notice on or before the effective date of termination of the Employment Period) and subject to the payment of the Post-Termination Amount, as defined herein, for a period of three years from the date of termination of the Employment Period (the "Restrictive Period") for any reason, the Employee shall: (i) refrain, alone, or as a partner, member, employee or agent of any partnership, or as an officer, employee, agent, director, stockholder or investor (except as to not more than 5% of the outstanding stock of any corporation the securities of which are traded on a securities exchange or in the over-the-counter market) of any corporation, or in any other individual or representative capacity, from directly or indirectly owning, managing, operating or controlling, or participating in the ownership, management, operation or control of, or working for or providing consulting services to (except pursuant to the Consulting Agreement or Section 4(b) hereof), or permitting the use of his name by, any business or activity in competition with the Business, as defined herein, within the Territory, as defined herein; and (ii) refrain, without first obtaining the written consent of the relevant Company, from directly or indirectly: (x) soliciting, enticing, persuading or inducing any employee, consultant, agent, independent contractor or other person (other than secretarial and clerical personnel) who is employed by any Company on the date the Employment Period terminates or who has been employed by any Company during the 12 month period preceding such termination date to become employed by any person, firm or corporation other than any Company or approach any such person for any of the foregoing reasons or (y) soliciting, for himself or others, any person or entity which is a customer of the Business on the date the Employment Period terminates or which had been a customer of the Business during the 12 month period preceding such termination date. The term "Post-Termination Amount" shall mean the annual amount of One Hundred and One Thousand Six Hundred and Sixty Seve...