Loyal And Conscientious Performance Noncompetition Contract Clauses (22)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Loyal And Conscientious Performance Noncompetition clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. 2.2 Covenant Not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its ...Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph.View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and the terms of the Non-Disclosure and Assignment Agreement (as defined below) and provided that such activities do not materially interfere with the performance of t...he Executive's duties under this Agreement, the Executive may participate in the activities listed on Exhibit A attached hereto as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. For the avoidance of doubt, notwithstanding other activities in which the Executive may engage during the Term under the immediately preceding sentence, the Executive's employment with the Company is intended to be full-time. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of his employment with the prior written consent Company he will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if he were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and the Noncompetition Period (as defined below), the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, -2- stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or at the time of his separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement: (i) "Noncompetition Period" means the period of twelve (12) months following the termination of the Executive's employment for any reason; and (ii) "Field of its Affiliates. Use" means the field of companion animal therapeutics. The Executive acknowledges and agrees that because of the global scope of the Company's business, this restriction shall cover the United States of America and Europe. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of his employment for any reason, he shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, for the period during which the Executive serves as a member of the Board, be deemed to be and qualify as a "director" and, at all times during the Term of this Agreement, be deemed to be and qualify as an "officer", in each case, for purposes of Article IX of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of directors and officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's your employment by the Company, the Executive Company you shall devote the Executive's your full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's your duties under this Agreement. 2.2 Covenant Not not to Compete. Except with the express prior written consent of the Board, which shall not be unreasonably withheld, the Executive Company, you will not, during his employment by the term of this A...greement or during any period during which you are receiving Severance Benefits (as defined below) from the Company, engage in competition with the Company and/or any of its Affiliates, affiliates, subsidiaries or joint ventures currently existing or which shall be established during your employment by the Company (collectively, "Affiliates") either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not not to Participate in Company's Competitors. Maintain Conflicts of Interest. During your employment by the term of this agreement, the Executive agrees Company, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive you to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, you, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange exchange, including, but not limited to, any market of the NASDAQ Stock Market, or publicly traded in the over-the-counter market shall not constitute a breach of the foregoing Section 2.2 or this paragraph. Section 2.3. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Notwithstanding the foregoing, the Executive may provide occasional consulting that are not competitive to the Company. 2.2 Covenant Not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld,... and except the provisions included in Section 2.1 above, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, and except the provisions included in Section 2.1 above, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on the Nasdaq Stock Market or in the over-the-counter market shall not constitute a breach of this paragraph. View More
