Covenant Not to Compete Contract Clauses (465)

Covenant Not to Compete. a.Establishment or Leadership of a Competitive Business. During Participant's employment with the Company, and during the Restricted Period, Participant covenants, promises, and agrees that she/he shall not, within the Geographic Territory, either (i) directly or indirectly own, establish, or control (other than through ownership of less than two percent (2%) of the shares of publicly traded stock) or (ii) serve as an officer, director, principal, or partner of a business that manufactures, deve...lops, markets, or sells products, processes, or services that are similar to or competitive with the products, processes, or services that are manufactured, marketed, sold, or being developed by the Company during the final twenty-four (24) months of Participant's employment with the Company. As used herein, the "Geographic Territory" is defined to include all states of the United States in which the Company manufactures, distributes, sells, or markets its products, processes, or services during the twenty-four (24) months immediately preceding the start of the Restricted Period, and all countries in which the Company manufactures, distributes, sells, or markets its products, processes, or services during the twenty-four (24) months immediately preceding the start of the Restricted Period. The Geographic Territory does not include any state or country in which the Company does not maintain operations or commence sales or marketing until after the start of the Restricted Period. b.Prohibited Positions with Competitors. During Participant's employment with the Company and during the Restricted Period, Participant covenants, promises, and agrees that she/he shall not directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company. The term "Business" refers to the business of the Company and shall include the manufacturing and sale of automotive and industrial paints, coatings and related products, as such business may be expanded or altered by the Company during the term of the Participant's employment with the Company. This Agreement shall not be construed to bar any attorney from engaging in the practice of law as an attorney for any third party; provided that he or she otherwise complies with his or her obligations under this Agreement and under the applicable rules of professional conduct. 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. (a) During Employee's employment with the Company and for an additional period of two years following the termination of Employee's employment with the Company for any reason (the "Restricted Period"), Employee covenants and agrees that, with respect to the entire United States of America and Canada (the "Restricted Area"), Employee shall not, directly or indirectly, for his own benefit or to the detriment of the Company or any of its Affiliates: (i) Compete with the Company in the Business in a...ny manner or capacity (e.g., through any form of ownership, lending relationship, or as an advisor, principal, investor, agent, partner, officer, director, manager, employee, employer, independent contractor, consultant, member of any association or otherwise, whether or not for compensation or gain) by working for, becoming employed by, engaging in, carrying on, or providing services to any business involving the Business; (ii) Own, manage, operate, join or control, or participate in the ownership, management, operation or control of, a business (however structured) that carries on or engages in any manner in the Business; (iii) Perform services of the type he or she performs for the Company for any Person engaged in the Business, whether as an employee, independent contractor, consultant or otherwise; or (iv) Solicit, induce or otherwise contact customers or suppliers of the Company for any purpose or manner detrimental to the Company. The parties agree that each of the foregoing prohibitions is intended to constitute a separate restriction. Accordingly, should any such prohibition be declared invalid or unenforceable, such prohibition shall be deemed severable from and shall not affect the remainder thereof. The Parties further agree that the foregoing restrictions are reasonable in both time and scope. (b) Ownership by Employee, as a passive investment, in the aggregate of less than one percent (1%) of the outstanding equity securities of any corporation or other entity listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a breach of Section 8(a) of this Agreement. View More

Covenant Not to Compete. Executive agrees that Executive shall not, for a period of two (2) years immediately following the Termination of Employment, be employed by or otherwise perform services in any other capacity for a Conflicting Organization in connection with or relating to Competitive Research or a product or service that competes with a Company Product.

Covenant Not to Compete. Executive agrees that for a period of one (1) year following the termination of his employment with CapStar for any reason (other than by CapStar for Cause), whether voluntarily by Executive or by termination by CapStar 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 business (...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 CapStar which operates a bank branch or other business location in Davidson, Sumner or Williamson Counties, Tennessee, or in any other county in which CapStar operates a bank branch or other business location, determined as of the date of termination of Executive's employment with CapStar. 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 CapStar will not prevent Executive from obtaining gainful employment following termination of employment with CapStar and is a reasonable restriction upon Executive's ability to compete with CapStar and to secure such gainful employment. In the event Executive's employment hereunder is terminated by CapStar for Cause, Executive shall not be bound by the covenant not to compete in this Section 9. View More

Covenant Not to Compete. (a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods and accordingly agrees, in consideration of this Agreement, including without limitation the term and other provisions hereof, that, during and for the applicable period set forth in Section 7(c), Executive shall not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investo...r owning less than 5% of the stock of a publicly-owned company) or otherwise, in the banking or financial services business with an institution headquartered within twenty-five (25) miles of 300 Market Street, Williamsport, Pennsylvania (the "Non-Competition Area"); or (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in the banking or financial services business and headquartered in the Non-Competition Area; provided, however, that nothing in this Section 7(a) shall be construed as preventing Executive from being engaged solely in securities brokerage or financial planning activities following termination of Executive's employment, for his own account or on behalf of another person, in the following Pennsylvania Counties: Columbia, Northumberland, Montour, and Union. (b) It is expressly understood and agreed that, although Executive and Penns Woods consider the restrictions contained in Section 7(a) reasonable for the purpose of preserving for Penns Woods and its subsidiaries and affiliates their goodwill and other proprietary rights, if a final judicial determination is made by a court or arbitrator having jurisdiction that the time or territory or any other restriction contained in Section 7(a) is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 7(a) 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. 8 (c) The provisions of this Section 7 shall be applicable commencing on the date of this Agreement and ending on one of the following dates, as applicable: (i) if Executive voluntarily terminates his employment (other than for Good Reason or the reasons set forth in Section 3(d)) or Executive's employment is terminated for Cause in accordance with the provisions of Section 3(b), six (6) months following the effective date of termination of employment; (ii) if Executive becomes entitled to receive the payment set forth in Section 5(a), six (6) months following the effective date of termination of employment; (iii) if Executive's employment is involuntarily terminated in accordance with the provisions of Section 3(d) or 6, and Executive actually receives payments under a disability plan or program maintained by Penns Woods or severance payments under Section 6, respectively, the lesser of six (6) months following the effective date of termination of employment or the period during which such payments remain in effect; (iv) if Executive's employment terminates as a result of delivery of a notice of nonrenewal (or a notice of termination of the Employment Period) by Penns Woods in accordance with Section 3(a), the effective date of termination of employment; or (v) if Executive's employment terminates as a result of delivery of a notice of nonrenewal (or a notice of termination of the Employment Period) by Executive in accordance with Section 3(a), six (6) months following the effective date of termination of employment. View More

Covenant Not to Compete. I acknowledge that during my employment I will have access to and knowledge of Proprietary Information. To protect the Company's Proprietary Information, I agree that during my employment with the Company, whether full-time or part-time, and for a period of one year after my last day of employment with the Company, I will not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the ...financing, operation, management or control of, any person, entity, corporation or business that engages in a "Restricted Business" in a "Restricted Territory" (as defined below). It is agreed that ownership of (i) no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation, or (ii) any stock I presently own shall not constitute a violation of this provision. Exhibit 10.1 4.1 Reasonable. I agree and acknowledge that the time limitation on the restrictions in this paragraph, combined with the geographic scope, is reasonable. I also acknowledge and agree that this paragraph is reasonably necessary for the protection of the Company's Proprietary Information as defined in paragraph 1.2 herein, that through my employment I shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting the Company's business value, some of which will be imparted to me in the ordinary course of my employment with the Company. If any restriction set forth in this paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 4.2 As used herein, the terms: (i)"Restricted Business" shall mean a business that is engaged in or is preparing to engage in any of the areas that the Company is actively pursuing, including but not limited to research, development and/or commercialization of (1) one or more products for the treatment of any rare disease based upon the Company's LUM-201 technology platform; (2) one or more products for the treatment of any rare disease utilizing growth hormone, recombinant growth hormone, or any isoforms, analogs or secretagogues thereof; (3) vaccines against the Ebola virus; or (4) any other area of research, development, or commercialization drug or biologic candidate which is intended to address a rare disease that (i) is the subject area of research, development, or commercialization in which the Company or any subsidiary is engaged pursuant to a program which is being materially funded by the Company, a strategic partner of the Company, and/or a grant to the Company and (ii) as to which I participated in or was familiar with the details of such research, development or commercialization during my time of my employment with Company or regarding which I possess Confidential Information. For purposes of the preceding sentence, the determination of the scope of the Company's business activities shall be made as of the date of termination of my employment. (ii) "Restricted Territory" shall mean any state, county, or locality in the United States in which the Company conducts business and any other country, city, state, jurisdiction, or territory in which the Company does business or plans to do business. View More

Covenant Not to Compete. If Employee is, at any time during Employee's period of employment with OptimizeRx, employed in the discovery or development areas of the Company in a non-clerical position, or as a director level or higher level senior manager of the Company, then this Section 7 shall apply. Employee and OptimizeRx agree that the services rendered by the Employee are unique and irreplaceable, and that competitive use and knowledge of any Confidential Information would substantially and irreparably injure Optimi...zeRx's business, prospects and good will. Employee and OptimizeRx also agree that OptimizeRx's business is global in nature due to the type of products and/or services being provided. Therefore, Employee agrees that during the period of Employee's employment with OptimizeRx and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity): (a) develop, sell, market, offer to sell products and/or services anywhere in the world that have the same or similartechnology platform, offered or sold by OptimizeRx on the date of the termination of Employee's employment with OptimizeRx for any reason; (b) solicit, induce, encourage or attempt to induce or encourage any employee or consultant of OptimizeRx to terminate his or her employment or consulting relationship with OptimizeRx, or to breach any other obligation to OptimizeRx; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between OptimizeRx and any consultant, contractor, customer, potential customer, or supplier of OptimizeRx; or (d) engage in or participate in any business in the same industry as OptimizeRx which is conducted under any name that shall be the same as or similar to the name of OptimizeRx or any trade name used by OptimizeRx. Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Section 7 are reasonable and properly required for the adequate protection of OptimizeRx's business. In the event that any such geographic, activity or time limitation is deemed to be unreasonable by a court, Employee shall submit to the reduction of either said activity or time limitation to such activity or period as the court shall deem reasonable. In the event that Employee is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of time equal to the pendency of such proceedings, including appeals. View More

Covenant Not to Compete. The Officer agrees that during the period of time the Officer is retained to provide services to the Corporation and/or the Bank, and thereafter for a period of twelve (12) months subsequent to the termination of Officer's services for any reason whatsoever, Officer will not enter the employ of, or have any interest in, directly or indirectly (either as executive, partner, director, officer, consultant, principal, agent or employee), any other bank or financial institution or any entity which ei...ther accepts deposits or makes loans (whether presently existing or subsequently established) and which has an office any time during the period of twelve (12) months subsequent to the termination of Officer's services that is located within a radius of 35 miles of any office of the Bank in existence at the time of termination; provided, however, that the foregoing shall not preclude any ownership by the Officer of an amount not to exceed 5% of the equity securities of any entity which is subject to the periodic reporting requirements of the 1934 Act and the shares of Corporation common stock owned by the Officer at the time of termination of employment. View More

Covenant Not to Compete. Executive agrees that, for the period commencing on the Effective Date and ending twenty-four (24) months after the date of termination of Executive's employment with the Company (the "Restrictive Period"), Executive shall not directly or indirectly, either for himself or for, with or through any other Person, own, manage, operate, control, be employed by, participate in, loan money to or be connected in any manner with, or permit his name to be used by, either (i) any business that, in the reas...onable judgment of the Board, competes with the Company and its subsidiaries in the burger-focused restaurant business in (x) the United States, (y) the Canadian provinces of Alberta and British Columbia, or (z) any other country, province or territory in which the Company conducts business as of the date Executive's employment terminates, or (ii) the following casual dining and brew-centric restaurant concepts (and their successors): Five Guys, Chili's, Applebee's, Ruby Tuesday, TGIFridays, Texas Roadhouse, BJ's, Yardhouse, Millers Ale House and Brickhouse ("Competitive Activity"); provided, however, that this Section 6 shall not prohibit Executive from serving as a non-employee member of the board of directors of a burger-focused restaurant business other than (I) a burger-focused casual dining business or (II) any of the businesses listed in the immediately preceding clause (ii). In making its judgment as to whether any business is engaged in a Competitive Activity, the Board shall act in good faith, and shall first provide Executive with a reasonable opportunity to present such information as Executive may desire for the Board's consideration. For purposes of this Agreement, the term "participate" includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, owner (other than by ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange). View More