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

Non-Competition and Non-Solicitation. (a) While employed by the Company and for a period of one year thereafter (the "Restricted Period"), the Executive shall not engage in Competition with the Company or any Subsidiary. "Competition" shall mean engaging in any activity, except as provided below, for a Competitor of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than five percent shareholder of a publicly traded company) or otherwise (tog...ether "Employment"). A "Competitor" shall mean any corporation or other entity which derives at least 35% or more of its revenues from the conduct of business which competes, directly or indirectly, with the business conducted by the Company, as determined on the Date of Termination of the Executive's employment unless the Executive does not oversee or manage activities of such entity which are competitive with activities of the Company or Subsidiary. If the Executive commences Employment with any entity that is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (i) such activities were contemplated by the Executive at the time the Executive initially commenced Employment or (ii) the Executive commences overseeing or managing the activities of an entity which becomes a Competitor during the Restricted Period, which activities are competitive with the activities of the Company or Subsidiary. In addition, the Executive may be employed by, or otherwise associated with, non-competing portions of the competing entity so long as he does not oversee, manage or contribute to the competing activities of the Competitor. The Executive shall not be deemed to be overseeing, managing or contributing to the Competitor's activities which are competitive with the activities of the Company or Subsidiary so long as he does not regularly participate in any discussions with regard to the conduct of, or take any act intended to facilitate the success of, the competing business. (b) Notwithstanding the foregoing Section 10(a), in the event that during the Restricted Period the Executive desires to accept Employment with a Competitor which, in the Executive's reasonable judgment, competes with an insignificant portion of the business conducted by the Company or Subsidiary, the Executive shall have the right, prior to accepting such Employment, to submit a written request to the Company for a limited waiver of the Company's right to enforce the provisions of this Section 10; for which the Company shall not unreasonably withhold it's consent to the limited waiver. If the Company determines, in its good faith reasonable judgment, that the Executive's proposed Employment with the Competitor would not result in more than an insignificant level of competition with the business conducted by the Company or Subsidiary at either the time such request is made or in the then foreseeable future, the Company shall grant the Executive the requested waiver. 6 (c) During the Restricted Period, the Executive shall not induce employees of the Company or any Subsidiary to terminate their employment, nor shall the Executive solicit or encourage any corporation or other entity in a joint venture relationship, directly or indirectly, with the Company or any Subsidiary, to terminate or diminish their relationship with the Company or any Subsidiary or to violate any agreement with any of them. During such period, the Executive shall not hire, either directly or through any employee, agent or representative, any employee of the Company or any Subsidiary or any person who was employed by the Company or any Subsidiary within 90 days of such hiring. (d) The Executive's compliance with the non-competition and non-solicitation provisions of this Section 10 shall be deemed compliant with any other non-competition or non-solicitation provision agreed to between the Executive and the Company, including but not limited to any stock option or equity grants. View More

Non-Competition and Non-Solicitation. (a) Acknowledgment. I acknowledge that the Company is engaged in a highly competitive business and that I will have access to Confidential Information relating to the Company's business that provides the Company with a competitive advantage that is not generally known by persons not in a Business Relationship with the Company. I also acknowledge that the Company intends to invest considerable time, effort, and capital in enhancing the value and desirability of the skills of its personnel. Both t...his investment and my individual compensation, whether in the form of equity compensation or otherwise, reflect the Company's expectation of receiving a considerable return from the use of my services and know-how in the future, free from any danger that the Company's competitors may attempt to induce me to leave the Company and wrongfully gain the benefit of the Company's investment and/or Confidential Information. (b) Non-Competition Obligations. During the period of my Business Relationship with the Company and for one year thereafter (the "Non-Compete Period"), I agree that I will not, directly or indirectly, alone or as a consultant, partner, joint venturer, agent, independent contractor, officer, director, employee or stockholder of any entity, engage in any business activity with (i) any vendor, customer or partner of the Company, (ii) IBA Group or ProTom International, Inc. or (iii) any company developing, marketing or selling products or providing services within the field of radiation oncology whose leading product and/or primary source of revenue comes from sales of particle therapy systems, during the Non-Compete Period; provided, however, that such prohibition shall not apply to relationships that I may have with Elekta or Varian Medical Systems and that I may own, solely as a passive investment, not more than three percent (3%) of any class of securities of any corporation that is publicly traded on any national securities exchange in the United States of America or reported on the National Association of Securities Dealers, Inc.'s Automated Quotation System. (c) Non-Solicitation Obligations. I further agree that for a period of two (2) years following the period of my Business Relationship with the Company, I (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee or consultant of any entity or otherwise) will not, without the prior written consent of the Company, directly or indirectly, (i) induce or attempt to influence any employee or consultant of the Company to leave its employ, (ii) hire any person who is an employee or consultant of the Company, (iii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed or hired by the Company within the one-year period preceding such requested aid, or (iv) induce or attempt to influence any person or business entity who was a customer or vendor of the Company to transact business with a competitor of the Company during any portion of the Non-Compete Period. 3 7. Employment At Will. I understand that this Agreement does not constitute an implied or written employment contract and that my employment with the Company, if any, is on an "at-will" basis. Accordingly, I understand that either the Company or I may terminate my employment or Business Relationship at any time, for any or no reason, with or without prior notice. View More

Non-Competition and Non-Solicitation. (a) During the term of the Executive's employment and for a period of one (1) year after the termination of such employment, the Executive will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than two percent (2%) of the total outstanding stock of a publicly held company), engage in the business of television broadcasting (inc...luding the production of programming for television) in (A) Russia, (B) in any other country in the Commonwealth of Independent States (as comprised as of the date hereof) or (C) in any other country in which the Company or any member of the Group is then operating or in which it has undertaken material preparations to begin operating; (ii) recruit, solicit or induce, or attempt to induce, any employee or employees of the Group to terminate their employment with, or otherwise cease their relationship with, the Group; or (iii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the current or prospective business partners, advertisers or affiliate stations of the Group with whom the Executive had significant contact while employed by the Company. (b) If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of 5 time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges and agrees that the restrictions contained in this Section 7 are necessary for the protection of the business and goodwill of the Group and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 7 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. (d) The provisions of Section 7 survive the termination of the Executive's employment and the termination of this Agreement. View More

Non-Competition and Non-Solicitation. 11.1. In consideration of the covenants of the Employer contained herein, the Executive covenants and agrees with the Employer that, during the Restrictive Period and within a one hundred and fifty (150) "air" mile radius from Bar Harbor, Maine, the Executive shall not, without specific written approval of the Employer, directly or indirectly, whether on behalf of or in conjunction with any entity or person, and whether for the Executive's own benefit or account or for the benefit or account of ...any person or entity other than the Company, the Bank or any of their subsidiaries or affiliates: 11.1.1. Engage in any insurance, brokerage, trust, banking, or other financial services as an owner, employee, independent contractor, consultant, director, representative, agent, or in any other capacity; 11.1.2. Directly or indirectly request, advise or otherwise cause any past, present, or future client or customer of the Company, the Bank, or any of their 14 subsidiaries or affiliates to withdraw, curtail, or cancel his or her or its business with the Company, the Bank, or any of their subsidiaries or affiliates; 11.1.3. Directly or indirectly cause, suggest, or induce others to call on any past, present, or future client or customer of the Company, the Bank, or any of their subsidiaries or affiliates, for the purpose of (i) selling or providing to any such client or customer any products or services offered by (or that compete with the products or services offered by) the Company, the Bank, or any of their subsidiaries or affiliates, (ii) causing such client or customer to withdraw, curtail, or cancel his or her or its business with the Company, the Bank, or any of their subsidiaries or affiliates, or (iii) enticing, diverting, or taking away any such client or customer from the Company, the Bank, or any of their subsidiaries or affiliates; or 11.1.4. Canvas, solicit, or accept any business on behalf of any other bank, insurance agency, trust, or other financial services business, other than the Company, the Bank, or any of their subsidiaries or affiliates, from any past or present client or customer of the Company, the Bank, or any of their subsidiaries or affiliates. 11.2. During the Restrictive Period, the Executive shall not, whether personally or in association with others, and whether on behalf of or in conjunction with any entity or person, directly or indirectly, by any means or device whatsoever, (a) solicit, aid in the solicitation of, induce, encourage, persuade or recruit, or attempt to solicit, induce, encourage, persuade or recruit, any person who is an employee, consultant, agent, or independent contractor of the Company, the Bank, or any of their subsidiaries or affiliates, to terminate or alter such employment, retention or engagement or to apply for or accept employment or retention with any other person or entity, (b) hire or employ or attempt to hire or employ, or solicit for employment or any other engagement, or cause any other person, firm, corporation or other entity to hire or employ or attempt to hire or employ or solicit for employment or any other engagement, any person who is an employee, consultant, agent, or independent contractor of the Company, the Bank, or any of their subsidiaries or affiliates, or (c) solicit, encourage or induce any person or entity known by her to have a contractual relationship with the Company, the Bank, or any of their subsidiaries or affiliates to discontinue, terminate, cancel or refrain from entering into or expanding such contractual relationship. 11.3. Other Agreements. The Executive represents and warrants that neither the Executive's employment with the Employer nor the Executive's performance of her obligations hereunder will conflict with or violate the Executive's obligations under the terms of any 15 agreement with a previous employer or other party, including agreements to refrain from competing, directly or indirectly, with the business of such previous employer or other party. Prior to the Effective Date hereof, the Executive has provided to the Employer copies of all restrictive covenants (e.g., non-solicitation and non-competition agreements) to which she is a party in order to ensure her compliance with this Section 11.3. View More

Non-Competition and Non-Solicitation. 9.1 Covenants Not to Compete. Except in connection with his performance of services for the Company, Executive agrees that at no time between the Effective Date and the termination of this Agreement will he, without the prior written consent of the Board of Managers, (i) directly or indirectly engage in; or (ii) have any direct or indirect interest in (whether as a proprietor, partner, investor, shareholder, member or lender) any corporation, partnership, limited liability company, trust or othe...r entity (each, an "Entity") that directly or indirectly is or expects to engage in; or (iii) assist or render services (whether or not for compensation, and whether as a director, officer, employee, agent, advisor or consultant) to or for any Entity that, directly or indirectly, is engaged in or expects to become engaged in, any business conducted by any Company Party during the Term. 9.2 Covenant Not to Solicit or Interfere. Executive agrees that, between the Effective Date and the termination of this Agreement, he will not, without the prior written consent of the Board of Managers, directly or indirectly (i) solicit, divert or take away, or attempt to solicit, divert or take away, any individual who is on or at any time during the Term an employee of any Company Party, or induce or attempt to induce any such employee to terminate his/her employment with such Company Party; or (ii) solicit, divert or take away, or attempt to solicit, divert or take away, any individual or Entity who is, upon or at any time during the Term a customer or client of any Company Party, or advise or induce any such individual or Entity not to continue as a customer or client of such Company Party. 9.3 Exclusion for Publicly Traded Securities. Notwithstanding anything to the contrary contained in this Agreement, Executive may own (beneficially or of record) securities issued by any Entity, if such securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, and such ownership does not exceed 5% of the aggregate issued and outstanding shares or units of such securities. 9.4 Blue Penciling. In the event any provision of this Section 9 is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining 11 provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Without in any way limiting the generality of the preceding sentence, in the event the covenant not to compete contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed unenforceable by reason of covering too large an area, too long a period of time or too many business activities, then the same shall be deemed to cover only the largest area, the longest time period or the most business activities, as the case may be, which will not render it unenforceable. In the event in any proceeding, a court of competent jurisdiction or arbitrator shall refuse to enforce any of the separate covenants deemed included in this Section 9, then such unenforceable covenants shall be deemed deleted from this Section 9 to the extent necessary to permit the remaining separate covenants to be enforced. 9.5 Covenants Reasonable. Executive agrees that the covenants provided for in this Section 9, including the term and geographical area encompassed therein, are necessary and reasonable in order to protect the Company in the conduct of its businesses and the utilization of the Proprietary Information of the Company, including good will. View More

Non-Competition and Non-Solicitation. During the term of Participant's Service and for 12 months following the termination of Participant's Service (the "Restricted Period"): (a) Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity (including, without limitation, any competitor of the Company), other than the Company, engage in or assist any other person or entity to engage in ...any business which competes with any business in which the Company is engaging or the actual or demonstrably anticipated research or development of the Company (a "Competing Business"), during the Participant's employment, anywhere in the United States or anywhere else in the world where the Company does business or plans to do business or is considering doing business Notwithstanding the foregoing, the Participant's (x) discretionary ownership of less than three percent (3%) and (y) non-discretionary (for example through a mutual fund or other investment vehicle not controlled by Participant) ownership of the outstanding stock of any publicly-traded corporation shall not be deemed a violation of this Section 5(a); (b) the Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, endeavor to reduce the amount of business conducted with the Company by or otherwise interfere with the business relationship of the Company with any person or entity who is, or was within the one-year period immediately prior thereto, a customer or client of, supplier, vendor or service provider to, or other party having business relations with the Company; and 4 (c) the Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, or offer employment or any consulting arrangement to, or otherwise interfere with the business relationship of the Company with any person or entity who is, or was within the one-year period immediately prior thereto, employed by, associated with or a consultant to the Company. View More

Non-Competition and Non-Solicitation. In order to protect, among other things, the Company's interests and investment in Confidential Information, its relationships with its customers, vendors and other employees, and its goodwill, and as a material inducement to UGI to compensate Employee as well as provide Employee with additional benefits and other good and valuable consideration, Employee covenants and agrees that: a. Employee will not during the term of Employee's employment with the Company and for the two (2) year period foll...owing termination of Employee's employment, regardless of which party terminates the employment relationship or why it is terminated, for any reason, participate in soliciting or communicating with a Customer of the Company with whom Employee had business-related contact or about which Employee received Confidential Information during the Look Back Period or, for the benefit of a Competitor, request, induce, or advise any Customer to withdraw, curtail, modify or cancel its business with the Company. For purposes of this Agreement, "Customer" means any Company customer with whom Employee had business-related contact or about which Employee received Confidential Information during the Look Back Period and any prospective customers of the Company which Employee solicited for the Company or received Confidential Information about during the Look Back Period; and "Competitor" means any business that provides a product or service that competes with the products or services of the Company that Employee was involved in or was provided Confidential Information about during the Look Back Period. Nothing in this Paragraph 5(a) shall prohibit Employee from passively investing in a publicly held business that competes with the Company provided Employee's investment is less than 1% of the outstanding stock or market value of the business and Employee does not otherwise violate this Agreement. b. Employee agrees that for a period of two (2) years following the last date of Employee's employment with the Company, regardless of which party terminates the employment relationship or why it is terminated, Employee will not, (i) for the benefit of a Competitor's operations or sales within the Territory, directly or indirectly, alone or with others, act individually or as an owner, operator, shareholder, principal, director, officer, consultant, partner, employee, contractor, agent, or otherwise (other than on behalf of the Company) provide services that are the same or similar in function or purpose to the services Employee provided to the Company during the last two (2) years of employment ("Look Back Period") or (ii) provide such services that are otherwise likely or probable to result in the use or disclosure of Confidential Information to a business whose products and services include products and services offered by the Company regarding which Employee had material involvement or about which Employee received Confidential Information during the Look Back Period. c. Employee will not during the term of Employee's employment with the Company and for the two (2) year period following termination of Employee's employment, regardless of which party terminates the employment relationship or why it is terminated, for any reason, participate in soliciting or communicating with any Company employee, consultant, or independent contractor for the purpose of persuading the employee, consultant, or independent contractor to end or modify the employee's, consultant's or independent contractor's relationship with the Company. View More

Non-Competition and Non-Solicitation. (a) In consideration of the Company's grant of the RSUs hereunder, the Participant acknowledges that, during the course of the Participant's employment with the Company and its Affiliates (the "Term"), the Participant shall become familiar with the trade secrets of the Company and its Affiliates and other Confidential Information (as defined below) concerning the Company and its Affiliates (and their respective predecessor companies) and that the Participant's services have been and shall be of ...special, unique and extraordinary value to the Company and its Affiliates. Accordingly, the Participant agrees that during the Term and until end of the [first][second] anniversary of the Participant's Termination, the Participant 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 Competing Business (as defined below) in the United States; provided, that the foregoing shall not prohibit the Participant from owning stock as a passive investor in any publicly traded corporation so long as the Participant's ownership in such corporation, directly or indirectly, is less than 2% of the voting stock of such corporation. For purposes of this paragraph, "Competing Business" means company or other entity or organization engaged in the business of renting medical equipment products and providing various services related to medical and veterinary equipment including, without limitation, asset recovery and equipment brokerage, biomedical services, asset management, equipment outsourcing and maintenance and repair of medical equipment in the United States of America. (b) During the Term and thereafter until the end of the [first][second] anniversary of the Participant's Termination, the Participant shall not directly or indirectly (i) induce or attempt to induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time within the one (1) year period before the Participant's Termination, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate, except with the prior written consent of the Board, which consent will be given at the sole discretion of the Board. 5 16. Non-Disclosure. The Participant agrees that during and at all times after the Term, the Participant will keep secret all confidential matters and materials of the Company (including its Subsidiaries and Affiliates), including, without limitation, know-how, trade secrets, real estate plans and practices, individual office results, customer lists, pricing policies, operational methods, any information relating to the Company (including any of its Subsidiaries and Affiliates) products, processes, customers and services and other business and financial affairs of the Company (collectively, "Confidential Information"), to which the Participant had or may have access and will not disclose such Confidential Information to any Person other than (i) the Company, its respective authorized employees and such other Persons to whom the Participant has been instructed to make disclosure by the Board, (ii) as appropriate (as determined by the Participant in good faith) to perform the Participant's duties to the Company or its Affiliates, or (iii) in compliance with legal process or regulatory requirements. "Confidential Information" will not include any information which is in the public domain during or after the Term to the extent that such information is not in the public domain as a consequence of disclosure by the Participant in violation of this Agreement. View More

Non-Competition and Non-Solicitation. (a) From the Termination Event through the end of the Salary Continuation Period, Employee shall not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with Teradyne (including but not limited to, any business or ent...erprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Employee was employed by Teradyne); (ii) Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the period of Employee's employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the Employee's employment. (b) If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) Employee acknowledges that the restrictions contained in this Section 3 are necessary for the protection of the business and goodwill of Teradyne and are considered by Employee to be reasonable for such purpose. Employee agrees that any breach of this Section 3 will cause Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief. 7 (d) The geographic scope of this Section 3 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business. (e) Employee agrees that during the Salary Continuation Period, he/she will make reasonable good faith efforts to give verbal notice to Teradyne of each new business activity he/she plans to undertake, at least (5) business days prior to beginning any such activity. (f) If Employee violates the provisions of this Section 3, Teradyne shall be entitled to suspend and recoup any salary continuation payment made per Section 1(d) above and Employee shall continue to be bound by the restrictions set forth in this Section 3 for an additional period of time equal to the duration of the violation, such additional period not to exceed 24 months. View More

Non-Competition and Non-Solicitation. It is agreed that Harris shall not, directly or indirectly during his Services compete directly or indirectly with the Company in his individual capacity or as a proprietor, agent, consultant, director, officer, partner or a five-percent shareholder of any business or other entity which is (x) engaged in the development, sale, marketing, manufacture or installation of any type of product sold, developed, marketed, manufactured or installed by the Company during Harris's Services with the Company.... In addition, Harris agrees that for a period of two years following termination of Services for any reason, (i) he will not directly or indirectly solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any client of the Company to cease doing business with the Company and (ii) he will not directly or indirectly solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any Harris of the Company to terminate his or her Services with the Company and, furthermore, will not directly or indirectly hire (or attempt to hire) any Harris of the Company. It is further understood and agreed that the violation of the provisions of this paragraph may cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation thereof would be inadequate and that the Company shall be entitled to temporary and permanent injunctive or other equitable relief by a court of competent jurisdiction without the necessity of posting security or proving actual damages. View More