Non-Compete Contract Clauses (169)

Non-Compete. During the term of this Agreement and for a period of twelve (12) months following the Director's removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the "Restricted Period"), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affilia...tes (the "Company's Business") for the Director's own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company's Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates. View More

Non-Compete. a. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with Employer and its Subsidiaries and Affiliates he shall become familiar, and during his employment with Employer he has become familiar, with Employer's trade secrets and with other Confidential Information concerning 8 Employer and its predecessors and its Subsidiaries and Affiliates and that his services have been and shall be of special, unique and ...extraordinary value to Employer. Therefore, Executive agrees that during his employment and for a period of one year following his last day of employment (hereafter referred to as the "Non-compete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business or enterprise identical to or similar to any such business which is engaged in by Employer, its Subsidiaries or Affiliates or any of their respective franchises, which shall include any restaurant business that derives more than 25% of its revenues from the sale of, steak and steak dishes and which has an average guest check greater than $65, escalating by five percent (5%) per year, (the "Business"), as of the date of this Agreement and which is located in the United States, which shall for purposes of illustration and not limitation include the following chains and their parent companies, subsidiaries and other affiliates: Morton's Restaurant Group, The Palm, Smith & Wollensky, Del Frisco's, Sullivan's, The Capital Grille, Mastro's and Fleming's. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation. This restriction will not apply if Executive is employed as an officer of a business, including, but not limited to, a casino or hotel, that as an ancillary service provides fine dining as defined in this paragraph. The term "ancillary" assumes that less than fifty-percent 50% of the business revenues are derived from its dining facilities. b. During the Non-compete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any non-hourly or management Executive of Employer or any Subsidiary or Affiliate to leave the employ of Employer or such Subsidiary or Affiliate, or in any way interfere with the relationship between Employer or any Subsidiary or Affiliate and 9 any Executive thereof, (ii) solicit, directly or indirectly, any person who was an Executive of Employer or any Subsidiary or Affiliate at any time during the Employment Period, unless such person responded to a general solicitation or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any Subsidiary or Affiliate to cease doing business between any such customer, supplier, licensee or business relation and Employer or any Subsidiary or Affiliate (including, without limitation, making any negative, derogatory or disparaging statements or communications regarding Employer or its Subsidiaries, Affiliates, Executives or franchisees). View More

Non-Compete. (a) During the Restricted Period (as defined below), Executive shall not: (i) engage in Competitive Activity (as defined below) within the Prohibited Territory (as defined below); or (ii) assist any entity or person to engage in Competitive Activity within the Prohibited Territory, whether as an owner, franchisee, franchisor, investor, consultant, agent or otherwise. (b) The "Restricted Period" means: (i) the period that Executive is employed by the Company; and (ii) a period of 18 months follow...ing Executive's last day of employment with the Company and its affiliates (the "Separation Date"). Notwithstanding the foregoing, in the event that Executive's employment is terminated by the Company (other than for "Cause") (as hereinafter defined) or Executive terminates her employment for "Good Reason" (as hereinafter defined), the Restricted Period shall not extend beyond the period for which Severance Pay is calculated pursuant to Section 15(f)(i) hereof. In addition, nothing herein restricts Executive from continuing the non-Company work she engaged in during the course of this Agreement, provided that such work is not a Competitive Activity. (c) "Competitive Activity" means competing against the Company by: (i) engaging in work for a competitor of the Company that is the same as or substantially similar to the work Executive performed on behalf of the Company at any time during the 12 months prior to the Separation Date; (ii) engaging in an aspect of the business of the Company that Executive was involved with on behalf the Company at any time during the 12 months prior to the Separation Date; and/or (iii) engaging in an aspect of the business of the Company about which Executive received Confidential Information in the course of employment with the Company at any time during the 12 months prior to the Separation Date. Notwithstanding the preceding, owning less than 5% of the outstanding shares in a public company shall not constitute by itself Competitive Activity or assisting others to engage in Competitive Activity. (d) "Prohibited Territory" means: (i) Executive's assigned territory or geographic area of responsibility for the Company at any time during the 12 months prior to the Separation Date; (ii) each city in which Executive performed services for the Company at any time during the 12 months prior to the Separation Date; (iii) each state in which Executive performed services for the Company at any time during the 12 months prior to the Separation Date; and (iv) the United States. Executive's initial assigned territory for the Company will be: New York, California and Illinois. View More

Non-Compete. The Executive hereby agrees that during the period commencing on the date hereof and ending on the first (1st) anniversary of the date on which the Executive's employment with the Company terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States, Mexico or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or... assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any subsidiary or affiliate of the Company), whose business, activities, products or services are directly competitive with any of the -11- business, activities, products or services conducted by or in active planning by the Company (or any subsidiary or affiliate of the Company) on the date that the Executive's employment with the Company terminates and which are in the Company's Field of Interest (defined below); provided that the Executive shall be permitted to be employed by an entity which operates an ancillary business in the Company's Field of Interest so long as the Executive is not involved in such ancillary business. For purposes of this Agreement, the Company's "Field of Interest" shall include, without limitation, the development, implementation or licensing or sale of methods of using nanopulse electricity for bio-medical applications, including for diagnosis, detection, prevention, treatment or cure of tumors or cancers of internal organs, or benign diseases that can be treated by the ablation of internal tissue as well as other dermatologic applications and any other business activity engaged in, conducted by or in active planning by the Company or its subsidiaries or affiliates on the date the Executive's employment with the Company terminates. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than three percent (3%) of the equity of such enterprise. View More

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive's professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract o...f employment, the Executive agrees that the Executive will not, during the Executive's term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive's employment with the Company, either on the Executive's own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person's contract of employment by reason of leaving the Company's or any of its affiliates' service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive's employment with the Company for the purpose of competing in the Business, either on the Executive's own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, 13 advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive's employment with the Company, unless such Person's employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive's employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company's investment in the Executive and to secure the benefits of the Executive's background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement. View More

Non-Compete. Except as set forth in the third paragraph of this Section 3, Employee shall not, while this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: (i) the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; (ii) in the even...t of any determination of unenforceability of the scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and (iii) in no event shall the covenants or obligations in this Section be deemed wholly unenforceable. 1 In addition, except as set forth in the third paragraph of this Section 3, Employee shall not, for a period of one (1) year after termination of employment (whether such termination is by reason of the expiration of this Agreement or for any other reason), on a worldwide basis, directly or indirectly, control, manage, operate, join or participate in the control, management or operation of any business which directly or indirectly competes with any business of the Employer at the time of such termination. The Employee shall not during the term of this non-competition provision (i) contact any employee of the Employer or its subsidiaries for the purpose of inducing or otherwise encouraging said employee to leave their employment with the Employer and/or such subsidiary or (ii) contact any customers or former customers of the Employer and/or its subsidiaries, in any manner, for the purpose of soliciting or accepting any competing business or request, induce or advise any customers of the Employer and/or its subsidiaries to withdraw, curtail or cancel their respective business with the Employer and/or its subsidiaries. No provision contained in this section shall restrict Employee from making investments in other ventures which are not competitive with Employer, or restrict Employee from engaging, during non-business hours, in any other such non-competitive business or restrict Employee from owning less than five (5) percent of the outstanding securities of companies which compete with any present or future business of Employer and which are listed on a national stock exchange or actively traded on the NASDAQ National Market System. View More

Non-Compete. During the term of this Agreement and for three year after the termination of this Agreement the Executive shall not, except as a passive investor holding 5% or less of the equity securities of a publicly traded company, have an equity, management, employment, consulting relationship with any person or entity that directly competes with the Company. In addition to the limitations contained in the preceding sentence, during the term of this Agreement and for one year after the termination of this... Agreement, Employee will not engage in any form of commercial enterprise with any of the Company's customers or potential customers the Company is currently in discussions with, other than for the retail purchase of food as a normal consumer. If any of the covenants contained in this section or any part thereof, are held by a court of competent jurisdiction to be unenforceable because of the duration or geographic scope of such provision, the activity limited by or the subject of such provision and/or the geographic area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. View More

Non-Compete. During the term of this Agreement and for a period of two years thereafter, Consultant agrees that he will not be employed by or otherwise engaged in any business which competes with that of the Corporation. In addition, Consultant shall not, during such two-year period, contact any of the Corporation's customers or consultants concerning any business or potential business which would compete with that of the Corporation. The provisions of this Section 9 shall not apply if it is determined that ...this Agreement was terminated by the Consultant for Good Reason. View More

Non-Compete. 9.1.Monthly payments. 9.2.Performance bonus. 10.1.Annual Leave. 10.2.Sick Leave must be certified by a registered doctor. 10.3.Unauthorized Absences.

Non-Compete. The Employee agrees that for a period of twelve months after employment has been terminated for any reason other than by the Company without Cause, the Employee will not solicit for sale or sell products or services which compete with any of the Company's products or services to those persons, companies, firms or corporations who were or are customers of the Company and with whom the Employee had personal contact during and as a result of employment with the Company. The Employee agrees not to s...olicit or sell to such customers on behalf of the Employee or on behalf of any other person, firm, company or corporation. Moreover, during said twelve month period, the Employee shall neither induce nor encourage any employee employed by the Company to leave the Company's employment. The Employee also agrees that during said twelve month period, the Employee will not interfere with the Company's contractual or business relationships with its suppliers or vendors. The Employee acknowledges that a violation of the Employee's covenants above may result in irreparable and continuing harm to the Company. If the Employee violates any of these covenants, the Company will be entitled to seek from any court of competent jurisdiction (in addition to other remedies) injunctive relief to restrain any further violations by Employee and by any persons acting for or on Employee's behalf. In the event the Company is required to seek enforcement of any of the provisions of this agreement, the Company will be entitled to recover from the Employee reasonable attorney's fees plus costs and expenses. Notwithstanding any other provisions of this Agreement, if the Employee violates any of the provisions of this Paragraph 7, the Employee shall forfeit any stock options that are not exercisable as of the date of such violation; such forfeiture shall not affect any other remedy available to the Company hereunder. The Employee recognizes that the limitations in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company. In the event that any of the foregoing non-competition covenants are held to be unenforceable by any court of competent jurisdiction, the Employee agrees and understands that such covenants may be modified to impose limitations on the Employee's activities no greater than that allowable under applicable law. View More