Covenant Not to Compete Clause Example from Business Contracts

Covenant Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his/her position with the Employing Companies, he/she has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Employer. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of his/her employment, the Executive shall not, directly or indirectly: (a)as owner, office...r, 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 Employing Companies, or in such capacity as would cause the actual or threatened use of the Employer's trade secrets and/or Confidential Information; provided, however, that this Subsection 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/her while in the Employing Companies' employ, and the level and depth of trade secrets and Confidential Page 9 Information entrusted to him/her, any immediately subsequent (i.e. within two (2) years) employment with a competitor to the Company's Business would result in the inevitable use or disclosure of the Employer's trade secrets and Confidential Information and, therefore, this two (2) 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, or who within two (2) years preceding such offer or provision of employment has been, an employee of the Employer. The restrictions on the activities of the Executive contained in this Section shall be limited to the following geographical areas: (c)within a fifteen (15) mile radius of each banking center location operated by the Employer on the Executive's Termination Date; (d)within each county in which a banking center location is operated by the Employer on the Executive's Termination Date; (e)within a fifty (50) mile radius of Company's corporate headquarters address in Evansville, Indiana; (f)within each city, town, and county in which the Employer began expansion or acquisition planning or efforts during the Executive's employment with the Employing Companies, and about which Executive gained knowledge of Confidential Information or bore responsibility for expanding the Company's Business; 17.Remedies. The Executive agrees that the Company will suffer irreparable damage and injury and will not have an adequate remedy at law if the Executive breaches any provision of the Restrictive Covenants. Accordingly, if the Executive breaches or threatens or attempts to breach the Restrictive Covenants, in addition to all other available remedies, the Company shall be entitled to seek injunctive relief, and no or minimal bond or other security shall be required in connection therewith. The Executive acknowledges and agrees that in the event of termination of this Agreement for any reason whatsoever, the Executive can obtain employment not competitive with the Company's Business (or, if competitive, outside of the geographic and customer-specific scope described herein) and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Company entering into this Agreement, and they shall be construed as independent of any other provision in this Agreement or of any other agreement between the Executive and the Company. The existence of any claim or cause of action that the Executive has against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants. View More