Post-Termination Restrictions. For the purposes of Clause 1.2 below, the following words shall have the following meanings:
Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers, suppliers, landlords and alliance, marketing and media partners and in developing its Confidential Information; (ii) long-term customer, landlord, supplier and partner relationships often can be difficult to develop and require a significant investment of time, effort and expense; (iii) Company has paid its employees to, among other things, develop and preserve business information, customer, landlord, vendor and partner goodwill, customer, landlord, vendor and partner loyalty and customer, landlord, vendor and partner contacts for and on behalf of Company; and (iv) Company is hereby agreeing to employ and pay Employee based upon Employee’s assurances and promises not to divert goodwill of customers, landlords, suppliers or partners of Company, either individually or on a combined basis, or to put himself in a position following Employee’s employment with Company in which the confidentiality of Company’s Confidential Information might somehow be compromised. Accordingly, Employee agrees that during the Employment Period and for the period of time set forth below following termination of employment, provided termination is in accordance with the terms of paragraph 4.1(b), (c), or (d), or due to expiration of the Agreement due to non-renewal by either party, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise):
(a) for one (1) year, engage in, assist or have an interest in, or enter the employment of or act as an agent, advisor or consultant for, any person or entity which is engaged in, or will be engaged in, the development, manufacture, supplying or sale of a product, process, service or development which is competitive with a product, process, service or development on which Employee worked or with respect to which Employee has or had access to Confidential Information while at Company (“Restricted Activity”), and which is located within the United States or within any country where the Company has established a retail presence either directly or through a franchise arrangement; or
(b) for one (1) year, induce or attempt to induce any employee, consultant, partner or advisor of Company to accept employment or an affiliation with any entity engaged in a Restricted Activity; provided, however, that following termination of his employment, Empl...
Post-Termination Restrictions a. In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive have access as a result of their Employment, the Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive shall not:
i. for 12 month(s) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or
ii. for 12 month(s) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or
iii. for 12 month(s) after termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or
iv. for 12 month(s) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or
v. at any time after termination, represent yourself as connected with the Company or any Group Company in any Capacity; or
vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company.
b. None of the post-termination restrictions in this Section shall prevent the Executive from:
i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Busines...
Post-Termination Restrictions. 20.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment.
20.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly:
(a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area;
(b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;
(c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier.
20.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly:
(a) in competition with the Company, solicit business from or endeavour to entice away or canvass...
Post-Termination Restrictions. Employee acknowledges that the services provided under this Agreement give Employee the opportunity to have special knowledge of the Company, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Company. Employee further acknowledges that interference with those business or employment relationships with the Company would cause irreparable injury to the Company. Consequently, Employee covenants and agrees that:
(i) From the Effective Date hereof until twenty-four (24) months (or for eighteen (18) months if an arbitrator or arbitration panel finds that twenty-four (24) months are unreasonable) after the Termination Date, Employee will not, without the express written approval of a majority of the Board of Directors, directly or indirectly, anywhere in the Market, in one (1) or a series of transactions, Compete against Company, as defined in Section 2 above, without regard to (a) whether the Competitive Business has its office or other business facilities within or outside the Market, (b) whether any of the activities of the Employee referred to above occur or are performed within or outside the Market, or (c) whether the Employee resides, or reports to an office, within or outside the Market.
(ii) From the effective date hereof until twenty-four (24) months after the Termination Date (which shall not be reduced by (a) any period of violation of this Agreement by Employee or (b) if the Company is the prevailing party in any litigation to enforce its rights under this Section 12, the period which is required for such litigation), Employee will not, without the express prior written approval of a majority of the Board of Directors, directly or indirectly, in one (1) or a series of transactions: (i) recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twelve (12) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company; or (ii) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within twelve (12) months prior to the date the Employee or the Competitive...
Post-Termination Restrictions. To the extent that you are employed by your Employer pursuant to an employment agreement governed by the laws of England, Wales, Scotland and/or Northern Ireland, Paragraphs 2 and 3 of the NNCA Agreement attached to the Agreement as Exhibit A shall not apply to you.
Post-Termination Restrictions i. Employee acknowledges that (i) the Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers throughout the world and in developing its Confidential Information; (ii) under this Agreement, the Company is agreeing to provide Employee with certain benefits based upon Employee's assurances and promises contained herein not to divert the Company's customers' goodwill or to put himself in a position following his employment with Company in which the confidentiality of Company's Confidential Information might somehow be compromised.
ii. Accordingly, Employee agrees that, for eighteen (18) months after a Termination Date described in the second sentence of Section 2.d, Employee will not, directly or indirectly, on Employee's own behalf or on behalf of any other person, firm, corporation or entity (whether as owner, partner, consultant, employee or otherwise):
A. provide any executive- or managerial-level services in the shoe industry in the United States in competition with the Company, for any Competitor;
B. hold any executive- or managerial-level position with any Competitor in the United States;
C. engage in any research and development activities or efforts for a Competitor, whether as an employee, consultant, independent contractor or otherwise, to assist the Competitor in competing in the shoe industry in the United States;
D. cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company;
E. cause or attempt to cause any shoe supplier or manufacturer of the Company to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company; and
F. solicit, entice, employ or seek to employ, in the shoe industry, any executive- or managerial-level employee of, or any consultant or advisor to, the Company.
Post-Termination Restrictions. 17.1 For a period of six months immediately following the Termination Date, the Executive shall not, whether by herself or by any servant or agent or otherwise howsoever, and whether on the Executive’s own account or on behalf of or in conjunction with any other person, firm, company or other organisation directly or indirectly;
17.1.1 carry on or assist with, be employed by, be engaged by, hold a position with, be concerned in, interested in or control the carrying on of any activity or business which is the same as or competes with the Restricted Business anywhere in any Restricted Territory, (except as the holder of shares in a company whose shares are listed on a Recognised Investment Exchange which confer not more than 5% in total of the votes which could normally be cast at a general meeting of that Company);
17.1.2 in relation to any business which is the same as or in competition with the Restricted Business conduct any business, perform any services for or canvas, solicit or approach or cause to be canvassed or solicited or approached for the purpose of obtaining business, order or custom, or otherwise deal with any person firm, company or other organisation which was a client or customer of the Company or any Group Company at the Termination Date or during the Relevant Period and with whom the Executive had any dealings or of whom the Executive was aware in the course of her employment;
17.1.3 in relation to any business the same as or in competition with the Restricted Business conduct any business, perform any services or supply goods to, canvas, solicit or approach or cause to be canvassed, solicited or approached for the purpose of obtaining business, orders or custom any Prospective Customer with whom the Executive had any dealings in the course of her duties at any time in the Relevant Period.
17.2 For a period of 12 months immediately following the Termination Date, the Executive shall not, whether by herself or by any servant or agent or otherwise howsoever, and whether on the Executive’s own account or on behalf of or in conjunction with any other person, firm, company or other organisation directly or indirectly:
17.2.1 offer employment to or employ or offer to or conclude a contract for services in the Restricted Territory with any Restricted Employee or procure or facilitate the making of such an offer;
17.2.2 seek to entice away from the Company or any Group Company or otherwise solicit or interfere with the relationship between the ...
Post-Termination Restrictions. Either : There are no Post Termination Restrictions for this post. OR The Post Termination Restrictions are set out in Appendix 2. I hereby confirm my agreement to the terms and conditions set out above. Signed : ............................................................. Date ……………………….. (Name of Employee) Signed : ...........................................................… Date ………………………….. (For and on behalf of the Corporation)
1. Agreement on the Employment of Instructor / Demonstrator Staff in FE Colleges and Institutions in Wales (2005)
Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise):
3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company. Competitive Work shall be limited to the field of magnetic instrument guidance and related therapeutic agents;
3.2 solicit, call on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company; and
3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation with an organization other than Stereotaxis.
