Non Competition and Non Interference. During the period of his employment with the Company or its affiliates and for the one-year period after the termination of his employment with the Company and its affiliates, Employee will not, directly or indirectly:
1. without the express prior written consent of the Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the Company in the field of neurostimulation in a matter covered by a patent assigned to or held by the Company; provided, however, that following Employee’s termination of employment with the Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of such termination of employment; provided, further, that Employee may purchase or otherwise acquire for passive investment up to 3% of any class of securities of any such enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
2. whether for Employee’s own account or for the account of any other person, (except for the account of the Company and its affiliates), solicit Business from any person known by Employee to be a customer of the Company or its affiliates, whether or not Employee had personal contact with such person during Employee’s employment with the Company and its affiliates;
3. whether for Employee’s own account or the account of any other person, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is an employee of the Company or an affiliate, or in any manner induce, or attempt to induce, any employee of the Company or its affiliate to terminate his employment with the Company or its affiliate; or (ii) interfere with the Company’s or its affiliate’s relationship with any person who at any time during the Term, was an employee, contractor, supplier, or customer of the Company or its affiliate; or
4. at any time after the termination of his employment, disparage the Company or its affiliates or any shareholders, directors, officers, employees, or agents of the Company or any of its affiliates, so long as the Company does not disparage Employee.
Non Competition and Non Interference. The Employee covenants that the Employee will not, directly or indirectly during the Employment Period, except in the course of the Employee’s employment hereunder, and during the Post-Employment Period, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend the Employee’s name to, or render services or advice to, any third party or any business whose products compete (including as described below) in whole or in part with the products of the Employer (disregarding any non-pain management products that were not products promoted by the Employer during the last three years).
Non Competition and Non Interference. 8.1 NONCOMPETITION; NONSOLICITATION. As an inducement to the Company to execute this Agreement and in order to preserve the goodwill associated with the business of the Company, its parent company and their subsidiaries and in addition to and not in limitation of any covenants contained in any agreements executed and delivered herewith, Employee hereby covenants and agrees as follows:
Non Competition and Non Interference. The Executive covenants that the Executive will not, directly or indirectly during the Employment Period, except in the course of the Executive's employment hereunder, and during the Post-Employment Period, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend the Executive's name to, or render services or advice to, any third party (including without limitation DPMC and its affiliates) which manufactures, markets, sells, distributes or develops any pharmaceutical product that constitutes an API (as defined in the Purchase Agreement) or is Derivative (as defined in the Purchase Agreement) of any API, or any business whose products compete in whole or in part with the products of the Employer (disregarding any non-pain management products that were not products of the Employer during the Employment Period).
Non Competition and Non Interference. The Employee covenants that the Employee will not, directly or indirectly during the Employment Period, except in the course of the Employee's employment hereunder, and during the Post-Employment Period, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend the Employee's name to, or render services or advice to, any third party (including without limitation DMPC and its affiliates) which manufactures, markets, sells, distributes or develops any pharmaceutical product that constitutes an API (as defined in the Purchase Agreement) or is Derivative (as defined in the Purchase Agreement) of any API, or any business whose products compete in whole or in part with the products of the Employer (disregarding any non-pain management products that were nut products of the Employer during the Employment Period).
Non Competition and Non Interference. The Employee agrees that during the term of his or her employment and for a period of twelve (12) months from the date his employment with the Company terminates, for whatever reason:
(i) The Employee shall not provide any services (whether as an employee, agent, consultant, advisor, or independent contractor or in any other capacity, directly or indirectly) to any competitor in a position that has substantially the same functions and/or responsibilities as the position occupied by the Employee at the time of the Employee’s cessation of service. Nor shall the Employee provide any services (whether as an employee, agent, consultant, advisor, or independent contractor or in any other capacity, directly or indirectly) to any competitor in a capacity in which the Employee would be in a position to use or disclose the Company’s confidential information (whether for the benefit of the Employee or the competitor, or to the detriment of the Company). For the purposes of this covenant a competitor shall mean any corporation, partnership, or other entity that (i) is doing business in the geographic region in which the Employee was employed by the Company and (ii) is engaged in a business or has one or more product lines competitive with the Company.
(ii) The Employee shall not request, advise or suggest to any customer of the Company, nor shall the Employee directly or indirectly assist any other person or entity to request, advise, or suggest to any customer of the Company, that the customer curtail, cancel or withdraw its business from the Company or that the customer not expand its relationship with the Company.
(iii) The Employee shall not directly or indirectly solicit or accept the business of any customer or prospect of the Company with whom the Employee (i) had contact during the Employee’s last twelve (12) months of employment with the Company, or (ii) had access to the Company’s confidential information with respect to the customer or prospect during the last twelve (12) months of employment with the Company.
(iv) The Employee shall not induce or solicit any employee of the Company to leave the employ of the Company. If any restriction set forth in this section is held by any court of competent jurisdiction to be unenforceable, then the Employee agrees, and hereby submits, to the reduction and limitation of such restriction to such geographic area, range of activities or period as may be enforceable.
Non Competition and Non Interference. 5.1 The Executive acknowledges that: (a) the Employer's business is international in scope and its products are or will be marketed throughout the world; (b) the Employer competes with other businesses that are or could be located in any part of the United States; and (c) the provisions of this Section 5 are reasonable and necessary to protect the Business.
Non Competition and Non Interference. 8.1 ACKNOWLEDGMENTS BY EXECUTIVE Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) Employer’s business is regional in scope, covering Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West Virginia (the “Region”); (c) Employer competes with other businesses that are or could be located in any part of the Region; (d) the covenants set forth in this Section 8 have been negotiated and agreed to in connection with and as partial consideration for SEMCO’s consummation of the purchase of the common stock of the Employer in accordance with the terms of the Stock Purchase Agreement between SEMCO and Executive dated September 14, 1999.
Non Competition and Non Interference. Executive agrees that during the Employment Term, Executive will not directly or indirectly provide services for, own, manage, or operate any business that is at that time in competition with the Company. Following termination of the Employment Term, Executive shall not: (i) engage in unfair competition with the Company; (ii) aid others in any unfair competition with the Company; (iii) in any way breach the confidence that the Company placed in Executive during the Employment Term; or (iv) breach any of the covenants and agreements made by Executive under this Agreement.
Non Competition and Non Interference. In consideration of the Company's entering in this Agreement, the Merger Agreement, and purchasing all of Employee's outstanding shares of stock in Target, and providing the Base Salary and other benefits to the Employee, and in consideration of the Company's promise to provide Employee with its confidential and proprietary information and trade secrets of the Company, and the experience Employee will gain throughout Employee's employment with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee, the Employee covenants as follows:
