Non-Competition and Non-Solicitation Contract Clauses (444)

Non-Competition and Non-Solicitation. 10.1 In consideration of the Restricted Stock, the Grantee agrees and covenants not to: (a) contribute his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar business as the Company and its Affiliates for a period of one year following the Grantee's termination of Continuous Service; (b) dir...ectly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or its Affiliates for a period of one year following the Grantee's termination of Continuous Service; or (c) directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current, former or prospective customers of the Company or any of its Affiliates for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates for a period of one year following the Grantee's termination of Continuous Service. 3 10.2 If the Grantee breaches any of the covenants set forth in Section 10.1: (a) all unvested Restricted Stock shall be immediately forfeited; and (b) the Grantee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. View More

Non-Competition and Non-Solicitation. In order to protect the Company's Proprietary Information and good will, during my employment and for a period of one (1) year following the termination of my employment for any reason (the "Restricted Period"), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the United States that develops, manufactures or markets any products, o...r performs any services, that are otherwise competitive with or similar to the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). View More

Non-Competition and Non-Solicitation. During Executive's employment and for a period of one year following the date on which her employment ends for any reason, (the "Restricted Period"), the Executive agrees to the following below Non-Competition and Non-Solicitation restrictions. 9 (a) Non-Competition. Executive shall not, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity, except with prior written approval of the Company's CEO, own, manage, operate, advise, cons...ult with, control or otherwise be employed by or provide services to or on behalf of a Competing Business. "Competing Business" means a business that is selling products or services similar to those products or services that any of the "Covered Entities" is selling as of the date the Executive's employment ends "Covered Entities" include the Company and any affiliated entities in which Executive is actively engaged as an officer, director or employee or about which Executive has received Confidential Information as a result of her Involvement with the Company. (b) Non-Solicitation of Employees. Executive shall not, either directly or indirectly or on behalf of herself or on behalf of any other person or entity, without prior written consent from the Company, solicit or otherwise encourage in any manner: (i) an employee of the Company to leave the employ of the Company; or (ii) a former employee of the Company who was employed by the Company within the past twelve (12) months at the time of the solicitation or encouragement to work for a Competing Business. For the purpose of this provision, "employee" shall mean an employee with whom the Executive worked or about whom the Executive had material knowledge with respect to their skills. (c) Non-solicitation of Customers, Potential Customers and Vendors. Executive shall not, either directly or indirectly or on behalf of herself or on behalf of any other person or entity, without prior written consent from the Company, solicit or otherwise encourage in any manner: (1) any customer of the Company, whom the Executive, while employed by the Company, rendered services to, contacted or attempted to contact, recruited or attempted to recruit, solicited or attempted to solicit, while employed by the Company to (a) end its relationship with the Company or to (b) enter into or continue a relationship with another person or entity to provide the same or similar service(s) that the Company provides; (2) any vendor or partner of the Company, or any other third-party, to disclose or discuss any information about any customer of the Company whom the Executive, while employed by the Company, rendered services to, contacted or attempted to contact, recruited or attempted to recruit, solicited or attempted to solicit, while employed by the Company; or (3) any potential customer of the Company, whom the Executive, while employed by the Company, contacted or attempted to contact, recruited or attempted to recruit, solicited or attempted to solicit, to enter into or continue a relationship with another person or entity to provide the same or similar service(s) that the Company provides. (d) Nature of Restrictions. Executive acknowledges that as a result of her employment as Chief Financial Officer of the Company, she has held and will continue to hold a position of utmost trust in which Executive has come to know and will continue to come to know the Company's employees, Customers and Confidential Information. Executive agrees that the provisions of this entire Section 10 are necessary to protect the Company's legitimate business interests. Executive warrants that these provisions shall not unreasonably interfere with her ability to earn a living or to pursue her occupation after her employment ends for any reason. Executive agrees that upon beginning any new employment or business during the Restricted Period, she will promptly inform the Company of the name and address of her new employer or business and provide such new employer or business with a copy of this Agreement and copy the Company on the letter or e-mail transmitting the Agreement to the appropriate person in such new employer or business. 10 11. CONFLICT OF INTEREST. During her employment, Executive agrees to have undivided loyalty to the Company. This means that Executive shall avoid any situation that involves or has the potential to appear to involve a conflict of interest, including, but not limited to, participating in a business transaction that personally benefits Executive or a relative based on information or relationships developed on the job, failing to disclose that someone who is doing or seeking to do business with or work for the Company is a relative or close personal associate, or receiving direct or indirect compensation from a client or vendor. View More

Non-Competition and Non-Solicitation. You agree that both during your employment by Cerner and for a period of two years after the voluntary or involuntary termination of your employment with Cerner: Title: U.S. Employment Agreement / Page ID: 1485484393 v2 © Cerner Corporation. All rights reserved. this document contains Cerner confidential and/ or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written c...onsent of Cerner. You will tell any prospective new employer, prior to accepting employment that this Agreement exists. If you have worked for Cerner in a sales capacity, you will not provide services to any Conflicting Organization in connection with the marketing, sale, or promotion of any Conflicting Solution to any person or organization upon whom you called or whose account you supervised on behalf of Cerner any time during the last three years of your employment by Cerner. If you have worked for Cerner in a consulting or other non-sales capacity during the last three years of your employment by Cerner, you will not provide services directly or indirectly related to your employment at Cerner to any Conflicting Organization in the United States or in any country in which Cerner has a business interest. However, you may accept employment with a large Conflicting Organization whose business is diversified and with a portion of its business that is not a Conflicting Organization. But, prior to your acceptance of such employment, Cerner must receive separate written assurances satisfactory to Cerner from the Conflicting Organization and from you that you will not render services directly or indirectly in connection with any Conflicting Solution. Notwithstanding the foregoing, nothing contained in this section 6 will prohibit you (after your termination of employment with Cerner) from taking a position with a general consulting organization if its only Conflicting Solution is the provision of consulting services to the health care industry, so long as you personally do not provide or assist in providing consulting services to a Client with respect to any Conflicting Solution. You agree—on behalf of yourself or on behalf of any other person, entity, or organization—not to employ, solicit for employment, or otherwise seek to employ or retain any Cerner Associate or any employee of a Cerner Client company or in any way assist or facilitate any such employment, solicitation, or retention effort. You agree that both during your employment with Cerner and after termination of your employment with Cerner you will never make recklessly or maliciously false accusations or remarks in any form—including written, oral, or electronic form—for the purpose of disparaging Cerner's solutions or services. View More

Non-Competition and Non-Solicitation. Executive agrees that during the Term of Employment and for a period ending one (1) year after termination of Executive's employment with the Company for any reason: (a) Executive shall not, directly or indirectly, whether for himself or for any other person, company, corporation or other entity be or become associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in th...e research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Mylan Companies, or which competes or intends to compete in any line of business with the Mylan Companies. Notwithstanding the foregoing, Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, 4 whether as an executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence. (b) Executive will not, either directly or indirectly, either for himself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert or take away any of the customers or suppliers of the Mylan Companies. (c) Executive will not solicit, entice or otherwise induce any employee of the Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever; nor will Executive directly or indirectly aid, assist or abet any other person or entity in soliciting or hiring any employee of the Mylan Companies, nor will Executive otherwise interfere with any contractual or other business relationships between the Mylan Companies and its employees. View More

Non-Competition and Non-Solicitation. As a material part of the consideration given for this Agreement, during the term of this Agreement and for a period of six (6) months following the termination of Employee's employment (for any reason or no reason), Employee agrees that he will not, directly or indirectly, engage himself in any activity that ensures economic benefit to him by dealing in any manner whatsoever in products that the company is either currently selling, licensing, developing or has committed financial resources to d...evelop. This section shall not limit Employee from accepting employment from a competitor of the Company, or any other third-party entity, upon the termination of employment with the Company, so long as Employee does not disclose any of the Company's confidential information to the new employer. Nothing in this non-disclosure shall prevent Employee from continuing to participate in any partially- or fully-owned consulting companies in existence and contracted prior to employment with the Company. View More

Non-Competition and Non-Solicitation. 6.1 Employee agrees that he will not: (i) anywhere the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged o...r becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee's termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the "Designated Industry"), 5 (ii) divert to any competitor of the Company any customer of the Company, or (iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6. 6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company's employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee's employment with the Company and for a period of two (2) years following termination of Employee's employment with the Company for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement. 6.3 Employee acknowledges that the provisions of this Section 6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. View More

Non-Competition and Non-Solicitation. With execution of this Agreement, the Executive ratifies and confirms the Executive's obligations to the Company and its affiliates under the Proprietary Information and Non-Competition Agreement by and between the Executive and the Company or under any similar provisions or obligations concerning confidentiality, non-solicitation or non-competition (collectively, the "Restrictive Covenants"). In the event the Executive violates any provision of the Restrictive Covenants, the Severance Benefits ...shall immediately cease, the Company shall be relieved of its obligation to provide any further Severance Benefits, and the Executive shall immediately repay to the Company the amount of any Cash Severance received by the Executive prior to such violation. View More

Non-Competition and Non-Solicitation. During the Term (as defined below), Executive shall not, (i) directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business competitive with ERGO's business (the "Business"), or (ii) in any manner whatsoever, (x) induce, request, solicit, encourage or assist any employee, officer or director of ERGO to terminate their relationship with ERGO; or (y) in any manner whatsoever induce, request, solicit, en...courage or assist past or present customers of the ERGO to seek services or products from any competitive Business, or, any person seeking to divert any customers or potential customers away from ERGO or attempt to do any of the foregoing, provided that the foregoing is not intended to restrict any advertisement or other general solicitation for employment that is not specifically directed to any such individual, and/or any solicitation of any such individual if such individual is not, at the time of the solicitation, and has not been within 120 days prior to the solicitation, an employee of ERGO. In addition, during the Term (as defined below) Executive shall not take any action without ERGO's prior written consent to establish, form, become employed by a competing business or engage in related discussion, negotiation or preparation in connection therewith, provided, however, nothing herein shall bar Executive from taking such actions twelve months (12) post-termination of his employment with ERGO. View More

Non-Competition and Non-Solicitation. (a) The Executive and the Company agree that the Company would likely suffer significant harm from the Executive's competing with the Company during the Term and for some period of time thereafter. Accordingly, the Executive agrees that he will not, during the Term and for a period of twelve (12) months following the termination of the Term and his employment, directly or indirectly, become employed by, engage in business with, serve as an agent or consultant to, become a partner, member, princi...pal, stockholder or other owner (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of, any Competitor, or otherwise perform services relating to, the business or any product, service or process of the Company or its affiliates at the time of the termination for any Competitor (whether or not for compensation), including without limitation, office ownership, office leasing and office management activities (the "Business"). For purposes of this Agreement, the term "Competitor" shall mean any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof that is engaged in, or otherwise competes or has a reasonable potential for competing with the Company, anywhere in which the Company or its affiliates engage in or intend to engage in the Business or where the Company or its affiliates' customers are located. (b) The Executive agrees that he shall not, directly or indirectly, during the Term and for a period thereafter of twelve (12) months following the termination of the Term and his employment, solicit or hire or attempt to solicit or hire, as applicable, (A) any customer or supplier of the Company or its affiliates in connection with a Competitor or to terminate or alter in a manner adverse to the Company or its affiliates such customer's or supplier's relationship with the Company or its affiliates, or (B) any employee, consultant or individual who was an employee or consultant within the six (6) month period immediately prior thereto to terminate or otherwise alter his or her relationship with the Company or any of its affiliates. 7 10. Injunctive Relief. It is impossible to measure in money the damages that will accrue to the Company in the event that the Executive breaches any of the Restrictive Covenants. In the event that the Executive breaches any such Restrictive Covenant, the Company shall be entitled to an injunction restraining the Executive from violating such Restrictive Covenant (without posting any bond). If the Company shall institute any action or proceeding to enforce any such Restrictive Covenant, the Executive hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company has an adequate remedy at law. The foregoing shall not prejudice the Company's right to require the Executive to account for and pay over to the Company, and the Executive hereby agrees to account for and pay over, the compensation, profits, monies, accruals or other benefits derived or received by the Executive as a result of any transaction constituting a breach of any of the Restrictive Covenants. View More