Covenant Not to Compete Contract Clauses (465)

Covenant Not to Compete. During the Executive's employment with the Company and during the Restricted Period (as defined below), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for her own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in the distribution, transmission, production or streami...ng of radio programming or any activity that directly competes with the business of the Company, including but not limited to podcasting, telematics and audio advertising sales and technology (each, a "Competitive Activity"); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) percent of the shares or equity interest of any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business as to any product or service that directly competes with any product or service provided or marketed by the Company or its affiliates on the date of the Executive's termination of employment with the Company during the Term or upon expiration of the Term; (the "Milestone Date"); provided, that general solicitations that are not specifically targeted to current, former or prospective customers of the Company with respect to such products or services, and which products or services have not been identified by the Executive using Confidential Information, shall not be deemed to be a breach of the 10 immediately preceding sentence. The Executive agrees that during the Restricted Period she will not solicit or assist others to solicit the employment of or hire any employee of Holdings, the Company, or their subsidiaries or Liberty Media Corporation without the prior written consent of the Company. For purposes of this Agreement, the "Restricted Period" shall mean a period of one (1) year following the Milestone Date. For purposes of this Agreement, the term "radio" shall be defined broadly and shall include any and all forms and mediums of audio distribution now existing or hereafter developed, including terrestrial radio, streaming audio services, podcasting and on-demand audio services. Notwithstanding anything to the contrary in this Section 8, it shall not be a violation of this Section 8 for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged in a Competitive Activity; provided that the Executive performs services solely for such non-competitive division or business line. The Executive's obligations under this Section 8 during the Restricted Period are expressly conditioned upon, and subject to, the Company's compliance with its applicable payment obligations, if any, under Section 6. View More

Covenant Not to Compete. (a) Employee hereby acknowledges and recognizes the highly competitive nature of the business of the Bank and the Corporation and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Employee shall not, except as otherwise permitted in writing by the Bank and the Corporation: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning... less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of their respective affiliates are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, within a thirty (30) mile radius of the Bank's main office located at 32 West Market Street, Gratz, Pennsylvania (the "Non-Competition Area"); or (ii) provide financial or other assistance to any person, firm, corporation. or enterprise engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of its affiliates are engaged during the Employment Period, in the Non-Competition Area; or 9 (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Bank and the Corporation or their respective affiliates within one year of Employee's termination of employment, to a become customer or referral source of a person or entity other than the Bank and the Corporation or their respective affiliates; or (iv) directly or indirectly solicit employees of the Bank and the Corporation or their respective affiliates who were employed within one year of Employee's termination of employment to work for anyone other than the Bank and the Corporation or their respective affiliates. (b) It is expressly understood and agreed that, although Employee and the Bank and the Corporation consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Bank and the Corporation and their respective subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Employee, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 8 shall be applicable, commencing on the Effective Time and ending as follows: (i) if Employee's employment terminates as a result of Employee giving notice of non-renewal of this Agreement or if Employee voluntarily terminates his employment without Good Reason, the second anniversary date of the effective date of termination of employment; or (ii) if Employee's employment terminates in accordance with the provisions of Section 4(b) of this Agreement (relating to termination with or without Cause), the second anniversary date of the effective date of termination of employment; or (iii) if Employee terminates his employment in accordance with Section 4(c) (relating to Good Reason termination), the second anniversary date of the effective date of termination of employment. View More

Covenant Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his position with the Company and the Bank, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Company and the Bank. Accordingly, except as set forth in subparagraph (b) of this Section 15, during the term of this Agreement and for a period of twelve (12) months following the termination of his employment wit...h the Company and the Bank ("Restriction Period") other than a termination of the Executive's employment with the Company and the Bank following a Change in Control or the involuntary termination of Executive's employment by the Bank or the Company, the Executive shall not, directly or indirectly, except as agreed to by duly adopted resolution of the Bank Board: 13 (a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or otherwise, engage in the same trade or business as the Company's Business, in the same or similar capacity as the Executive worked for the Company and the Bank, or in such capacity as would cause the actual or threatened use of the Company's or the Bank's trade secrets and/or Confidential Information; provided, however, that this subsection (a) shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Company's and the Bank's employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment with a competitor to the Company's Business would result in the inevitable use or disclosure of the Company's and the Bank's trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Company or the Bank. The restrictions on the activities of the Executive contained in this Section 15 shall be limited to the following geographical areas: all counties in which Company or the Bank or any other affiliate of the Company maintains an office or branch or has filed an application for regulatory approval to establish an office or branch as of date of termination, except as agreed otherwise by the Bank Board. View More

Covenant Not to Compete. Non-competition Covenant. Employee agrees that during the Restricted Period (as defined below), without the prior written consent of the Company, Employee shall not, directly or indirectly within the Territory (as defined below): (i) personally, by agency, as an employee, independent contractor, consultant, officer, director, manager, agent, associate, investor (other than as a passive investor holding less than five percent of the outstanding equity of an entity), or by any other artifice or de...vice, engage in any Competitive Business (as defined below), (ii) assist others, including but not limited to employees of the Company, to engage in any Competitive Business, or (iii) own, purchase, finance, organize or take preparatory steps to own, purchase, finance, or organize a Competitive Business. Definitions. View More

Covenant Not to Compete. (a) Employee agrees that during the terms of this Agreement he shall devote his full business time, energy, skill, labor, and attention to the affairs of the Employer and its affiliates or subsidiaries, shall promptly and faithfully do and perform all services pertaining thereto that are or may hereafter be required of him by the Employer, and shall not engage in any activities, directly or indirectly, involving a conflict of interest with the business or relations of the Employer or its affilia...tes or subsidiaries. (b) Employee recognizes that the business of the Employer and its affiliates or subsidiaries are national and international in scope and that the services to be performed hereunder and the methods employed by the Employer or its affiliates or subsidiaries are such as will place Employee in close business and personal relationship with competing businesses of the Employer or its affiliates or subsidiaries. Therefore, from and after the date of this Agreement and for one year after expiration of this Agreement or termination of this Agreement, Employee shall not, directly or indirectly, for his own benefit or for, with, or through any other person, company, or competitive company to Employer, within the states of Georgia own, manage consult, or be connected with, as owner, partner, joint venture, director, employee, officer, consultant, or in any other capacity whatsoever, engage in any business which is the same as, similar to or competitive with any business activities of the Employer. "Business" is defined as any compounding retail pharmacy activity. Employee acknowledges that the restrictive covenants (the "Restrictive Covenants') contained in this Section are a condition of his employment and are reasonable and valid in geographical and temporary scope and in all other respects. If any court determines that any Restrictive Covenants, or any part of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid and unenforceable because of geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) If Employee breaches, or threatens to breach, any of the Restrictive Covenants, the Employer, in addition to and not in lieu of any other rights and remedies it may have at law or in equity, shall have the right to injunctive relief; it being acknowledged and agreed to by Employee that any such breach or threatened breach would cause irreparable and continuing injury to the Employer and that money damages would not provide an adequate remedy to the Employer. View More

Covenant Not to Compete. During Employment Period. During the Term, the Executive shall not, without the prior written consent of the Corporation, engage in any other business activity for gain, profit, or other pecuniary advantage (excepting the investment of funds in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the companies in which such investments are made) or engage in or in any manner be connected or concerned, directly or indirectly, whether... as an officer, director, stockholder, partner, owner, Executive, creditor, or otherwise, with the operation, management, or conduct of any business that competes with or is of a nature similar to that of the Corporation. 4 b. Following End of Term. (i) For the purposes of this sub-section, the term "Involved Subsidiary" shall include: (1) any subsidiary of the Corporation with which Executive was actually employed; (2) any subsidiary of the Corporation for which Executive served on the Board of Directors; and (3) any subsidiary of the Corporation that possesses confidential information or has customers to which Executive had direct access during his employment. (ii) Within the twelve (12) month period immediately following the termination of the Executive's employment with the Corporation, regardless of the reason therefore, the Executive shall not, without the prior written consent of the Corporation, interfere with, or divert any customer served by any Involved Subsidiary, or any prospective customer identified by or on behalf of any Involved Subsidiary, or any supplier to any Involved Subsidiary who was a supplier or prospective supplier during the Executive's employment with the Corporation, wherever located. (iii) In addition, during the twelve (12) month period immediately following the termination of the Executive's employment with the Corporation, regardless of the reason therefore, the Executive shall not engage in or in any manner be connected or concerned, directly or indirectly, whether as an officer, director, stockholder, partner, owner, executive, creditor, or otherwise, with the operation, management, or conduct of any business that competes with or is of a nature similar to that of any Involved Subsidiary's robotic activities and software systems integration activities without the prior written approval of the Corporation. (iv) In addition, during the twenty four (24) month period immediately following the termination of the Executive's employment with the Corporation, regardless of the reason therefore, the Executive shall not engage in or in any manner be connected or concerned with any business activity, either as an employee, owner, consultant or any other activity involving a product or technology that Executive had initiated, or actively participated in while employed by the Corporation. (v) Executive has the right to seek employment with Microsoft at any time, but shall provide the Company with a minimum two (2) week notice of intent to leave. 5 (v) Executive has the right to seek an alternative employer if the Company reduces Executives compensation as it is detailed in this Agreement. (vi) The term of this agreement will be modified if Executive terminates his employment to a ratio of total stock value of INRA compared to the annual salary; said ratio shall be used to adjust the total months of this non-compete, but the number of months cannot exceed the months identified herein above (ie., if the ratio is greater than 1 it shall not cause the term to exceed the 12 or 24 months specified herein). The covenants contained in this Paragraph 8 shall survive the termination of Executive's employment under this Agreement. View More

Covenant Not to Compete. During the longer of (a) a period of two years beginning on the Commencement Date, or (b) the duration of your employment with the Company plus two years following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world do... the following: (a) Restriction on Competitive Activities. Engage in any activities, perform any services or conduct, have an interest in or participate in any businesses that are competitive with any part of the business of the Company, whether as currently conducted or as currently planned to be conducted, providing critical event management software as a service (including mass notification, IT alerting, IoT alerting, risk data collection and analysis, crisis management, and related applications) plus any other business in which the Company makes a substantial future investment and is generating revenue (collectively, the "Business"), including without limitation, develop, create, license, sell, distribute or otherwise commercially exploit any product, service or methodology that has the same principal function or features as the Company's proprietary software products and related services that constitute the Business. (b) No Solicitation of Customers. Solicit or divert away or attempt to solicit or divert away any customer of the Company in an effort to provide products or services to such customer which are competitive with the Business. (c) Restrictions on Relationships Involving Competitive Activities. Be engaged by, employed by, consult with, own any capital stock of, or have any financial interest of any kind in, any individual, person or entity, which conducts a business that is competitive with any part of the Business. Notwithstanding the preceding sentence, you may own, for investment purposes only, up to 1% in the aggregate of the outstanding stock or other equity interest of any entity that is competitive with the Business. View More

Covenant Not to Compete. During the Term and for the period of twelve (12) months thereafter, upon termination of Executive's employment hereunder for any reason (other than by Bank for Cause), whether voluntarily by Executive or by termination by Bank without Cause, by non renewal, or otherwise, and whether before or after a Change in Control, Executive agrees that Executive shall not be employed by, consult with, or directly or indirectly own, become interested in, or become involved in any manner whatsoever in any bu...siness (including any bank or other financial institution in organization) which is or will be similar to or competitive with any aspect of the business of Bank which operates a bank branch or other business location in Davidson, Sumner or Williamson Counties, Tennessee, or in any other county in which Bank operates a bank branch or other business location, determined as of the date of termination of Executive's employment with Bank. Executive agrees that should a court find the geographical scope of this covenant unreasonably broad, such court should nevertheless enforce this covenant to the extent that it deems reasonable. Executive specifically acknowledges and agrees that the foregoing restriction on competition with Bank will not prevent Executive from obtaining gainful employment following termination of employment with Bank and is a reasonable restriction upon Executive's ability to compete with Bank and to secure such gainful employment. In the event Executive's employment hereunder is terminated by Bank for Cause, Executive shall not be bound by the covenant not to compete in this Section 9. View More

Covenant Not to Compete. Should this Agreement be terminated for any reason during the Term, Lively covenants and agrees that he will not, for a period of six (6) months following the date of termination of the Agreement: (i) directly or indirectly engage or participate in the operation of a banking institution or enter the employ of, or render any personal services to, or receive remuneration in the form of salary, commissions or otherwise, from any depository or other financial institution, including without limitatio...n a branch or loan production office, located within fifty (50) miles of any office of Employer or Bank; (ii) offer employment to, hire, solicit, divert or appropriate to himself or any other person, any business or services of any person who was an employee or an agent of Employer or the Bank at any time during the last twelve (12) months of Lively's employment hereunder; or (iii) contact or communicate by any means either or himself or on behalf of any other person, any existing or prospective customer of Employer or the Bank on the date of Lively's termination for the purpose of soliciting, offering or doing any type of business or services similar in nature to the business of Employer or the Bank. Lively acknowledges that his breach of any covenant contained in this Section 23 will result in irreparable injury to Employer and its Affiliates and that the remedy at law of such parties for such a breach will be inadequate. Accordingly, Lively agrees and consents that Employer and its Affiliates shall be entitled to seek both preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Lively of any covenant contained in this Section 23. If any provision of this Section 23 is invalid in part or in whole, it shall be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, shall be enforceable. Withholding. Employer shall have the right to withhold from the compensation payable to Lively hereunder any amounts required by law to be withheld. View More

Covenant Not to Compete. (a) For six (6) years after the date of termination of employment hereunder, the Executive shall not, directly or indirectly, individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly and materially competitive with the business of any division or operation of the Company or the Company's subsidiaries (col...lectively, the "Company Group") in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the business of for-profit post-secondary education, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time within 12 months prior to the Executive's termination of employment or solicit, aid or induce such person to leave his or her employment with any member of the Company Group to accept employment with any other person or entity. It is agreed that (i) not for profit educational entities that do not offer programs comparable to those of the Company will not be deemed to be a direct competitor of the Company Group hereunder, (ii) foundations or other non-profit organizations furthering the interests of higher education will not be deemed a direct competitor of the Company Group hereunder; (iii) the Executive's ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that is permissible under Section 3 hereof shall not be deemed a breach of this Section 13, and (iv) nothing herein shall be construed to prohibit general solicitation of employment by means of advertising. 6 Exhibit 10.2 (b) The Executive acknowledges and agrees that a violation of Section 11 and the foregoing provisions of this Section 13 (referred to collectively as the Confidentiality and Noncompetition Agreement) would cause irreparable harm to the Company, and that the Company's remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement, and without the necessity or proof of actual damages, the Company shall have the right to seek specific enforcement of this Agreement, which may include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that seeking damages and injunctions shall all be proper modes of relief and are not to be considered as alternative remedies. View More