Non-Compete Contract Clauses (801)

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... affiliates (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. 2 7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon 5 (five) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason. View More

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... affiliates (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 (x) this Clause 6 shall not be deemed to prohibit any investment activities of Warburg Pincus LLC and its affiliated funds and the Director's activities in connection therewith, provided further that the Director cannot act as a director in any company engaging in business similar to or competing with the Company's Business without the Company's written consent, and (y) 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 Employee hereunder, Executive Employee acknowledges that in the course of his her employment with Employer and its Subsidiaries subsidiaries and Affiliates he affiliates she shall become familiar, and during his her employment with Employer he she has become familiar, with Employer's trade secrets and with other Confidential Information confidential information concerning 8 Employer and its predecessors and its Subsidiaries... subsidiaries and Affiliates affiliates and that his her services have been and shall be of special, unique and extraordinary value to Employer. Therefore, Executive Employee agrees that during his her employment and for a period of one year following his her last day of employment for any reason (hereafter referred to as the "Non-compete Period"), Executive 9 Employee 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 subsidiaries or Affiliates 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, 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 Mastro's, Fleming's, and Fleming's. Shula's. Nothing herein shall prohibit Executive Employee 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 Employee has no active participation in the business of such corporation. This restriction will not apply if Executive Employee 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% fifty percent (50%) of the business revenues are derived from its dining facilities. b. During the Non-compete Period, Executive Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any non-hourly or management Executive employee of Employer or any Subsidiary subsidiary or Affiliate affiliate to leave the employ of Employer or such Subsidiary subsidiary or Affiliate, affiliate, or in any way interfere with the relationship between Employer or any Subsidiary subsidiary or Affiliate affiliate and 9 any Executive employee thereof, (ii) solicit, directly or indirectly, hire any person who was an Executive employee of Employer or any Subsidiary subsidiary or Affiliate affiliate at any time during the Employment Period, Employee's employment with Employer, unless such person responded to a general solicitation or (iii) induce or attempt to induce any customer, 10 supplier, licensee, licensor, franchisee or other business relation of Employer or any Subsidiary subsidiary or Affiliate affiliate to cease doing business between any such customer, supplier, licensee or business relation and Employer or any Subsidiary subsidiary or Affiliate affiliate (including, without limitation, making any negative, derogatory or disparaging statements or communications regarding Employer or its Subsidiaries, Affiliates, Executives subsidiaries, affiliates, employees 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, 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 12 months following 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 from reasons other than for "Cause") (as hereinafter defined) or Executive terminates her employment for "Good Reason" "Cause" (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. be 30 days. In addition, nothing herein restricts Executive from continuing the non-Company work she Executive engaged in during the course of this Agreement, 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; time; (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; time; 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. time. 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) means 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. -11- 16. Business Opportunities. The Executive agrees, during the Employment Term, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer or Board and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in the Company's Field of Interest, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. View More

Non-Compete. The Executive hereby agrees that during the period commencing on the date hereof and ending on the first (1st) anniversary date six (6) months after termination of the date on which the Executive's employment with the Company terminates for any reason (the "Non-Compete Period"), reason, he will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States, Mexico States 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 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 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 Interest; provided, however, that the Executive shall be permitted to be employed by (or act as a consultant or advisor to) an entity which operates an ancillary business or businesses 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 implementation, licensing or sale of products or services which relate or involve, in any manner, high throughput receptor-ligand identification (the "Technology"); 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 Technology 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 In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Section 7 will apply to the Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to the Executive. 7.2 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 of employment, the Executive agrees that the Executive will not, during the Executive's term of employment and for a period of eighteen (18) twenty-four (24) 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 continental United States that is competitive with the Business, Business on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) 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, Hanger (including any direct or indirect subsidiary of Hanger), either on the Executive's his 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 Hanger (including any direct or indirect subsidiary of its affiliates with whom Hanger) as of the Executive had contact during the Executive's employment with the Company Termination Date for the purpose of competing in the Business, either on the Executive's his 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 Hanger (including any direct or indirect subsidiary of Hanger) 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, Date, unless such Person's employment was terminated by the Company and/or its affiliates; Hanger (including any direct or indirect subsidiary of Hanger); 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 7.3 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 7.4 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 any 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... event 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, within the United States, 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 employees of the Employer or its subsidiaries for the purpose of inducing or otherwise encouraging said employee employees 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. Employer. No provision contained in this section 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 one year after the termination of this Agreement the Executive Employee 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, (a) above, during the term of this Agreement and for such one year... after the termination of this Agreement, restricted period, Employee will not engage in any form of commercial enterprise with any of the Company's customers suppliers, customers, vendors, or potential customers the Company is currently in discussions with, other than for the retail purchase of food as a normal consumer. consumer, without written consent from the Employer. 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. (a) Employee agrees that during Employee's employment with the Company and for (x) 12 months thereafter if Employee's employment with the Company is terminated prior to a Change in Control (as defined in Section 10(a) below) or after the Change in Control Period (as defined in Section 9(a) below) or (y) six months thereafter if Employee's employment with the Company is terminated during the Change in Control Period (so so long as the Company makes severance payments to Employee pursuant to ... class="diff-color-red">Section subsections 7(a) below or makes the payments to Employee pursuant to Section 9(a) below, as appropriate), without the prior written consent of the Company, Employee shall not, within the United States: (i) be employed by, or render any services to, (A) any person, firm or corporation engaged in the contract production or repair of aircraft parts or any other business ("Competitive Business"), which is directly in competition with any "material" business conducted by the Company or any of its subsidiaries at the time of the termination of Employee's employment with the Company (as used herein "material" means a business which generated at least 10% of the Company's consolidated revenues for the last full fiscal year for which the Company's audited financial statements are available) or (B) any of the Company's customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while Employee was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the period referred to in this Section 6(a), own more than 4.9% of the equity securities of any Competitive Business. 3 (b) Employee acknowledges and agrees that the Company would be irreparably harmed by violations of Section 4 or Section 6(a) above, and in recognition thereof, the Company shall be entitled to an injunction or other decree of specific performance with respect to any violation thereof (without any bond or other security being required) in addition to other available legal and equitable remedies. View More

Found in CPI AEROSTRUCTURES INC contract

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. Company. In addition, addition Consultant shall not, during such two-year two year period, contact any of the Corporation's Company's customers or consultants concerning any business or potential business which would compete with that of the Corporation. Company. 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. The Executive hereby agrees that during the term of this Agreement and any renewal or extension term thereof, and for the period of two years from the termination thereof that thereof, the Executive will not except as permitted by Nevada law, directly or indirectly: not: (a) Own, manage, operate, or control any business of the type and character engaged in and competitive with the Company or any subsidiary thereof. For purposes of this paragraph, ownership of securities of not in excess of two... and one-half percent (2.5%) of any class of securities of a public company listed on a national securities exchange or on the National Association of Securities Dealers Automated Quotation System (NASDAQ) shall not be considered to be competition with the Company or any subsidiary thereof; (b) Act as, or become employed as, an officer, director, executive, manager, partner consultant or agent of any business of the type and character engaged in and competitive with the Company or any of its subsidiaries; and, (c) Solicit any similar business to that of the Company's for, or sell any products or services that are in competition with the Company's products and services to, which is, as of the date hereof, a customer or client of the Company or any of its subsidiaries, or was such a customer or client thereof; or (d) Solicit the employment of, or hire, any Person full time the Executive employed full-time by the Company or its subsidiaries as of the date of termination of this Agreement. View More