Non-Compete Non-Solicitation Contract Clauses (107)

Non-Compete Non-Solicitation. a. NON-COMPETE. For a period commencing on the Effective Date of this Agreement (as defined below) and ending one year after the Effective Date of this Agreement (the "Non-Competition Period"), Executive shall not, directly or indirectly, either for Executive or any other person, own, manage, control, materially participate in, invest in, permit Executive's name to be used by, act as consultant or advisor to, render material services for (alone or in association with any person, firm, corporatio...n or other business organization) or otherwise assist in any manner any business which develops, markets, or sells or sells products that are directly competitive with the gp96 technology platform or any other platform being developed or sold by Heat at the time of termination (collectively, a "Competitor"). Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the equity securities of a Competitor which is publicly traded, so long as Executive has no active participation in the business of such Competitor. b. NON-SOLICITATION. During the Non-Competition Period identified in Section 10(a) above, Executive shall not, directly or indirectly: (i) induce or attempt to induce or aid others in inducing anyone working at Heat or its subsidiaries or affiliates to cease working at Heat or its subsidiaries or affiliates, or in any way interfere with the relationship between Heat or its subsidiaries or affiliates and anyone working at Heat or its subsidiaries or affiliates except in the proper exercise of Executive's authority; or (ii) in any way interfere with the relationship between Heat or its subsidiaries or 5 affiliates and any customer, supplier, licensee or other business relation of Heat or its subsidiaries or affiliates. c. SCOPE. If, at the time of enforcement of this Section 10, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions. d. INDEPENDENT AGREEMENT. The existence of any claim or cause of action of Executive against Heat or any of its subsidiaries or affiliates, whether or not predicated upon the terms of this Agreement, shall not constitute a defense to the enforcement of these covenants. View More

Non-Compete Non-Solicitation. (a) Non-Compete. Executive acknowledges that during his employment or other relationship or interaction with the WOW Companies he has and will become familiar with trade secrets and other confidential information concerning such Persons, and with investment opportunities relating to the Business, and that his services will be of special, unique and extraordinary value to the WOW Companies. Therefore, Executive agrees that, during the Employment Period and for the 24 month period following the la...st day of the Employment Period (the Employment Period and the period following being the "Noncompete Period"), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or as an investor in or lender to any business (in each case including on his own behalf or on behalf of another Person) which constitutes or is competitive with all or part of the Business as conducted in any Territory. For purposes of this Agreement, "Territory" means any geographic market in which any of the WOW Companies holds a franchise to conduct the Business during the Employment Period or in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has terminated. Nothing in this Section 7(a) will prohibit Executive from being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 7(a). [initial]. (b) Non-Solicitation. During the Noncompete Period, Executive will not directly or indirectly (i) induce or attempt to induce any employee or independent contractor of any WOW Company to leave the employ or contracting relationship with such WOW Company, or in any way interfere with the relationship between any WOW Company and any employee or full-time independent contractor thereof, (ii) solicit for employment or as an independent contractor any person who was an employee or independent contractor of any WOW Company at any time during the Employment Period, or (iii) induce or attempt to induce any customer, supplier or other business relation of any WOW Company to cease doing business with such entity or in any way interfere with the relationship between any such customer, supplier or other business relation and such WOW Company. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 7(b). [initial]. View More

Non-Compete Non-Solicitation. (a) Non-Competition. Beginning on the date hereof and through the date that is one year following the Termination Date (the "Restricted Period"), Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association with any third party, in any territory which the Company operates as of the time Executive is no longer employed by, consulting for, serving as a board member of, or no longer otherwise works for, the Company, (i) engage in, market, sell, or prov...ide any products or services which are the same or similar to or otherwise competitive with the products and services sold or provided by the Company or (ii) own, acquire, or control any interest, financial or otherwise, in a third party or business or manage, participate in, consult with, render services for or otherwise, any business, that in each case is engaged in selling or providing the same, similar or otherwise competitive services or products which the Company is selling or providing, other than ownership of one percent or less of the equity of a publicly traded company. (b) Non-Solicitation. (i) During the Restricted Period, Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association with any third party (1) call on, solicit, or service, engage or contract with, or take any action which may interfere with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between the Company and any current or prospective customer, supplier, distributor, developer, service provider, licensor, or licensee or other material business relation of the Company, (2) divert or take away the business or patronage (with respect to products or services of the kind or type developed, produced, marketed, furnished, or sold by the Company) of any of the clients, customers, or accounts, or prospective clients, customers, or accounts, of the Company or (3) attempt to do any of the foregoing, either for Executive's own purposes or for any other third party. 6 (ii) During the Restricted Period, Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association with any third party (1) solicit, induce, recruit, or encourage any employees or independent contractors of or consultants to the Company to terminate their relationship with the Company or take away or hire such employees, independent contractors, or consultants or (2) attempt to do any of the foregoing, either for Executive's own purposes or for any other third party. (c) If the Executive is entitled to receive Severance Payments under this Agreement, the Non-Competition and Non-Solicitation provisions set forth herein shall only be enforceable so long as the Severance Payments are ongoing and are timely made. View More