Non-Competition Non-Solicitation Contract Clauses (292)

Non-Competition Non-Solicitation. The Participant will not, during the period of employment by or with the Company or any of its subsidiaries, and for a period of twelve (12) months immediately following the termination of his or her employment with the Company and its subsidiaries, for any reason whatsoever, directly or indirectly, on his or her own behalf or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (a) engage, as an officer, director, shareholder, o...wner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, or make guarantee loans or invest, in or for any business engaged in the business of mechanical contracting services, including heating, ventilation and air conditioning, plumbing, fire protection, piping and electrical and related services ("Services") in competition with the Company or any of its affiliates within seventy-five (75) miles of where the Company or any affiliated operation or subsidiary conducts business if within the preceding two (2) years the undersigned has had responsibility for, or material input or participation in, the management or operation of such other operation or subsidiary; (b) call upon any person who is, at that time, an employee of the Company or any of its affiliates in a technical, managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any affiliate; (c) call upon any person or entity which is at that time, or which has been within two (2) years prior to that time, a customer of the Company or any affiliate for the purpose of soliciting or selling Services; or (d) call upon any prospective acquisition candidate, on the undersigned's own behalf or on behalf of any competitor, which acquisition candidate either was called upon by the undersigned on behalf of the Company or any affiliate or was the subject of an acquisition analysis made by the undersigned on behalf of the Company or any affiliate for the purpose of acquiring such acquisition candidate. (e) Notwithstanding the above, the foregoing agreements and covenants set forth in this Section 9 shall not be deemed to prohibit the undersigned from acquiring as an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or on an over-the-counter or similar market. It is specifically agreed that the period during which the agreements and covenants of the undersigned made in this Section 9 shall be effective shall be computed by excluding from such computation any time during which the undersigned is in violation of any provision of this Section 9. (f) If the Company determines that the undersigned is not in compliance with the agreements and covenants set forth in this Section 9 above, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may, 3 without limiting other remedies that may be available to the Company, cause all or any portion of the Award to be forfeited, whether or not previously vested, and may require the undersigned to remit or deliver to the Company the amount of any consideration received by the undersigned upon the sale of any Shares delivered under the Award. The undersigned acknowledges and agrees that the calculation of damages from a breach of the foregoing agreements and covenants would be difficult to calculate accurately and that the remedies provided for herein are reasonable and not a penalty. The undersigned further agrees not to challenge the reasonableness of this provision even if the Company rescinds or withholds the delivery of Shares hereunder or withholds any amount otherwise payable to the undersigned as an offset to effectuate the foregoing. View More

Non-Competition Non-Solicitation. During the Employment and for 12 months after the date of termination of Executive's Employment (24 months if Executive leaves the Employment without Good Reason or the Company terminates Executive for Cause), Executive will not: (a) directly or indirectly engage in a Competitive Business; or (b) be employed by, perform services for, advise or assist, own any interest in or loan or otherwise provide funds to, any other business that is engaged (or seeking Executive's services with a view to beco...ming engaged) in any Competitive Business; or (c) solicit or suggest, or provide assistance to anyone else in seeking to solicit or suggest, that any customer, vendor, employee, or other person or organization having or contemplating a relationship with the Company or any Affiliate terminate, reduce, or not initiate their relationship or contemplated relationship with the Company or such Affiliate, or enter into any similar relationship with anyone else instead of the Company or the Affiliate. "Competitive Business" means (a) vehicle, boat and collectible insurance business and ancillary businesses relating to the preservation, safety and enjoyment of vehicles, boats and collectibles and (b) any other business in the automotive space in which the Company and its Affiliates are actively engaged or actively seeking to become engaged during Executive's employment with the Company. This Section 10 does not prohibit Executive from owning not more than two percent (2%) of any class of securities of a publicly traded entity, provided that Executive does not engage in other activity prohibited by this Section 10. Executive represents and warrants that neither the Employment nor the performance of his obligations for the Company will conflict with or violate any other contract or obligations, legal or otherwise, which Executive may have. View More

Non-Competition Non-Solicitation. During the Term the Executive shall not, directly or indirectly: (a) whether as an officer, director, employee, stockholder, partner, proprietor, associate, representative, consultant, contractor, or in any other capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever that competes with the Company or its Affiliates, anywhere in the United States, Europe, South... America and Asia, in any line of business engaged in (or planned to be engaged in) by the Company or its Affiliates, however, that such restriction shall not apply to Executive's ownership of any passive investment representing an interest of less than five percent (5%) of an outstanding class of publicly traded securities; or (b) recruit, encourage or solicit any person who is an Executive or contractor of the Company or any entity affiliated with the Company (each, an "Affiliated Entity") to leave the Company's or Affiliated Entity's employ or service for any reason, or interfere in any material manner with employment or service relationships at the time existing between the Company or Affiliated Entity and the subject Executive or contractor (except as may be required in any bona fide termination decision during the Term regarding any Company or Affiliated Entity Executive) in order to induce such Executive or contractor of the Company or any Affiliated Entity to accept other employment or a consulting agreement with any other person or entity. Executive acknowledges that the services that he shall provide to the Company under this Agreement are unique and that irreparable harm shall be suffered by the Company in the event of the breach by Executive of any of his obligations under this Section 4, and that the Company shall be entitled, in addition to its other rights and remedies, whether legal or equitable, to enforce such obligations by an injunction or decree of specific performance. If any restriction set forth in this non-competition section is found by a court to be unreasonable, then Executive agrees, and hereby submits, to the reduction and limitation of such prohibition to such area or period as shall be deemed reasonable by such court. In addition, if Executive breaches this Section 4 at any time after the Term, the Company's obligation to continue to make payments to Executive pursuant to Sections 8(a) or (b) shall cease immediately. View More

Non-Competition Non-Solicitation. (a) During the Term and, in the event that the Executive's employment is terminated for any reason, then for a period of one (1) year following the Date of Termination, the Executive shall be prohibited from working (as an employee, consultant, 9 advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Company is conducting business as of the Date of Termina...tion (the "Restricted Businesses"), unless the Chief Executive Officer of the Company and the Board approve such activity: (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive's employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. Notwithstanding any provision of this Section 10 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses and (y) with the prior consent of the Company, may serve as a director of an entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Section 10 are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. (b) During the Term and, in the event that the Executive's employment is terminated pursuant for any reason, then for a period of one year following the Date of Termination, the Executive shall not, without the prior written consent of the Company: (i) Either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of engaging in any Restricted Business, any customers of the Company, or any prospective customers with respect to which the Company has made a sales presentation (or similar offering of services). (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to the Company within the immediately preceding 12-month period or any parent or affiliate of the Company to leave the services of the Company or any parent or affiliate for any reason. The Executive, for herself and her Affiliates, hereby agrees and acknowledges that the non-competition restrictions and covenants set forth in this Section 10 are fair and reasonable 10 provisions for the protection of the Company's and the Partnership Group's legitimate business interests including, without limitation, the Company's and the Partnership Group's confidential information, trade secrets, goodwill and the business contacts which the Executive will establish and develop in the course of performing her duties under this Agreement. View More

Non-Competition Non-Solicitation. (a) During the Term and for a period of eighteen (18) months thereafter, Executive shall not, within the Territory (as defined below), directly or indirectly, on his own behalf or on behalf of any person, firm or corporation, or in any capacity whatsoever, own, manage, operate, join, control, participate in or invest in, whether as an officer, director, employee, partner, investor or otherwise, any business or business entity that is primarily engaged in the development, creation or sale of desk...top automation software that competes directly with the business of the Company (including, but not limited to, PegaSystems, Automation Anywhere, Blue Prism, WorkFusion, Jacada, Kofax and UIPath); provided, that the foregoing shall not prohibit Executive from investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive's holdings therein represent less than two percent (2%) of the total number of shares or principal amount of the securities of such issuer outstanding; provided further, that if Executive's employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, then the provisions of this Section 10(a) shall not apply. (b) During the Term and for a period of six (6) months thereafter, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a Customer (defined below) of the Company or its Affiliated Entities. 5 (c) During the Term and for a period of eighteen (18) months thereafter, the Executive shall not, directly or indirectly, (i) employ, solicit for employment or otherwise contract for or hire or engage any individual who is then an employee of the Company or its Affiliated Entities or who was an employee of the Company and its Affiliated Entities during the twelve (12) month period preceding the termination of Executive's employment or (ii) take any action that could reasonably be expected to have the effect of encouraging or inducing any employee of the Company or any of its Affiliated Entities to cease his or her employment with the Company or any of its Affiliated Entities for any reason; provided, that general solicitations of employment by Executive (whether through advertisements, the use of placement agencies or otherwise) that are not specifically targeted to employees of the Company (and the hiring of any person by Executive resulting from any such general solicitation) shall not be prohibited by this Section 10(b). (d) For purposes of this Agreement, "Territory" means the United States of America, but if such area is determined by a court of competent jurisdiction to be too broad, then "Territory" shall mean the area comprising the Company's or any of its Affiliated Entities', as applicable, market for its services and products within which area Executive was materially concerned during the twelve (12) month period prior to the termination of this Agreement. (e) For purposes of this Agreement, the term "Customer(s)" shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit, public, privately held, or owned by the United States government that is a business entity or individual with whom the Company or any of its Affiliated Entities has done business or with whom Executive has actively negotiated with during the twelve (12) month period preceding the termination of his employment. (f) Executive agrees that in the event a court of competent jurisdiction determines the length of the covenants, the coverage of the Territory or the activities prohibited under this Section 10 are too restrictive to be enforceable, the court may reduce the scope of the restriction to the extent necessary to make the restriction enforceable. View More

Non-Competition Non-Solicitation. (a) Non-Competition. During the Employment Period and for the twelve (12) month period following the termination of the Employment Period (the "Restricted Period"), Executive shall not, directly or indirectly, anywhere within North America, whether as owner, consultant, employee, partner, venturer, agent, through stock ownership, investment of capital, lending of money or property, rendering of services, or otherwise, with or without compensation, engage or participate in any company or business... that is engaged in any business in which the Company Group is engaged or is developing while Executive is employed by the Company Group, including the research, development, marketing and commercialization of healthcare and wellness business intelligence solutions; provided, that nothing herein shall prevent Executive from acquiring, solely as a passive investment and through market purchases, less than five percent (5%) in the aggregate of the outstanding publicly-traded equity securities of any entity that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, so long as Executive is not part of any control group of such entity. 9 (b) Non-Solicitation. During the Employment Period and the Restricted Period, Executive shall not, directly or indirectly: (i) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company Group to cease doing business with the Company Group; (ii) interfere with the relationship between the Company Group and any customer, supplier, licensee, licensor or other business relation of the Company Group (including making any negative or disparaging statements or communications regarding the Company Group); or (iii) induce or attempt to induce any person who is, or was at any time within the immediately preceding six (6) months, an employee, contractor or consultant of the Company Group, to leave the employ of the Company Group, terminate a business relationship with the Company Group, or in any way interfere with the relationship between the Company Group and any employee, contractor or consultant thereof, or hire/engage or facilitate the hiring/engagement of any such employee, contractor or consultant of the Company Group; provided, that nothing herein shall prohibit Executive from hiring any such employee, contractor or consultant in the event that such Person shall have responded to a general solicitation for employment/engagement not otherwise aimed or targeted at employees, contractors or consultants of any member of the Company Group. View More

Non-Competition Non-Solicitation. The Executive agrees that if the Executive's employment is terminated by the Company for Cause or Executive terminates such employment without Good Reason, that for a one (1) year period following the termination date: (a) The Executive shall not engage in any business which is competitive with the business of the Company or any of its subsidiaries as of the termination date. For the purposes of this Section 8, a business shall be deemed "competitive" if it consists of or includes any type or li...ne of business engaged in by the Company or any of its subsidiaries as of the date of such termination and which is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company's principal executive headquarters as of the date of such termination. For purposes of this Agreement, the executive shall be deemed to "engage in a business" if he: (i) participates, directly or indirectly, in such business as a director, officer, stockholder, employee, salesman, partner or individual proprietor; (ii) acts as a paid consultant, representative or advisor to such business; (iii) participates in such business as an investor (whether through loans, contributions to capital or otherwise) or has a controlling influence over such business; or (iv) permits his name to be used by or in connection with such business, provided that nothing herein contained shall be deemed to preclude the purchase of securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities. (b) The Executive will not directly, or indirectly through another person or entity, (i) solicit any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or its subsidiaries, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company or its subsidiaries until one year after such individual's employment relationship with the Company or its subsidiaries has been terminated or (iii) induce or attempt to induce any customer, supplier or other business relation of the Company or its subsidiaries to cease doing business with the Company or its subsidiaries, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company or its subsidiaries, on the other hand. View More

Non-Competition Non-Solicitation. (a) For the duration of the Employment Period and, unless the Company terminates the Executive's employment without Cause, during the Severance Period (the "Non-compete Period"), the Executive shall not, directly or indirectly, except as specifically provided in the last sentence of Section 2(b), engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected ...with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that engages or conducts any business the same as or substantially similar to the business or any other business engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period, or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within the states in which the Company or any of its Affiliates at that time is operating; provided, however, that the Executive may own less than 5% in the aggregate of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise), other than any such enterprise with which the Company competes or is currently engaged in a joint venture, if such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act. Notwithstanding the foregoing, if the Executive shall present to the Board any opportunity within the scope of the prohibited activities described above, and the Company shall not elect to pursue such opportunity within a reasonable time, then the Executive shall be permitted to pursue such opportunity, subject to the requirements of Section 2(b). (b) During the Employment Period and for a period of twelve (12) months following termination of the Executive's employment with the Company, the Executive shall not: (i) persuade, solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; or (ii) attempt in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by the Executive of any of his obligations under this Section 7. The Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of the covenant not to compete. View More