Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Non-Competition Non-solicitation Non-Disparagement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Competition Non-solicitation Non-Disparagement. (a)You acknowledge that, in the course of your employment with the Company, you have and will continue to become familiar with the Company's and the Company Affiliates' trade secrets and with other Confidential Information concerning the Company and the Company Affiliates and that your services will be of special, unique and extraordinary value to the Company and the Company Affiliates. Therefore, you agree that, during the Restriction Period (as defined in Section 9(b) below), and for a period ...of eighteen (18) months following such Restriction Period, you will not (x) anywhere the Company or any of the Company Affiliates conducts business or (y) anywhere the Company or any of the Company Affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity: (i)own, manage, operate, consult with, provide financing to, or join, control or participate in the ownership, management, operation or control of, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in the business of manufacturing, marketing, sale, research or development of pharmaceuticals for cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, "Specified Therapies"); provided, however, that this Section 9(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the manufacture, sale, marketing or distribution of pharmaceutical products so long as neither you nor such employer is involved in the manufacturing, marketing, sale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies; or (ii)except as permitted by Section 7(e), say anything which is harmful to the reputation of the Company or any of the Company Affiliates or which could be reasonably expected to lead any person to cease to deal with the Company or 9 any of the Company Affiliates on substantially equivalent terms to those previously offered or at all. (b)For purposes of this amended letter agreement, "Restriction Period" means (i) the Employment Period and any other period during which you are employed by the Company or any of its Affiliates, whether pursuant to this Agreement or otherwise, and (ii) a period of six months following your separation from employment, regardless of the reason for your separation and whether caused by you or the Companye. (c)Nothing in Section 9(a) will prohibit you from being a passive owner of not more than 2% of the outstanding stock of a publicly-traded corporation, so long as you have no active participation in the business of such corporation. (d)During the Restriction Period and for a period of eighteen (18) months following the Restriction Period, you also will not: (i)induce or attempt to induce any customer, supplier or other business relation of the Company or any of the Company Affiliates to cease doing business with the Company or any of the Company Affiliates, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company or any of the Company Affiliates, on the other hand; (ii)engage, employ, solicit or contact with a view to the engagement or employment of, any employee, officer or manager of, or full-time consultant to, the Company or any of the Company Affiliates or any person who has been an employee, officer or manager of, or consultant to, the Company or any of the Company Affiliates, if he or she has been in such a role at any time within the immediately prior three months; or (iii)assist any individual or entity to engage in the conduct referenced in clauses (i) and (ii) immediately above. (e)The Company, on behalf of itself and all of the Company Affiliates, agrees that during the Restriction Period they and their executive officers (or other persons acting on their behalf) will not say anything which is harmful to your reputation or which could be reasonably expected to lead any person to cease to deal with you or engage you in any consulting or employment position.View More
Non-Competition Non-solicitation Non-Disparagement. (a)You acknowledge that, in the course of your employment with the Company, you have and will continue to become familiar with the Company's and the Company Affiliates' trade secrets 9 and with other Confidential Information concerning the Company and the Company Affiliates and that your services will be of special, unique and extraordinary value to the Company and the Company Affiliates. Therefore, you agree that, during the Restriction Period (as defined in Section 9(b) below), and for a perio...d of eighteen (18) months following such Restriction Period, you will not (x) anywhere the Company or any of the Company Affiliates conducts business or (y) anywhere the Company or any of the Company Affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity: (i)own, manage, operate, consult with, provide financing to, or join, control or participate in the ownership, management, operation or control of, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in competitive with the business of manufacturing, marketing, sale, research or development of pharmaceuticals for cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, "Specified Therapies"); provided, however, that this Section 9(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the manufacture, sale, marketing or distribution of pharmaceutical products so long as neither you nor such employer is involved in the manufacturing, marketing, sale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies; Company; or (ii)except as permitted by Section 7(e), say anything which is harmful to the reputation of the Company or any of the Company Affiliates or which could be reasonably expected to lead any person to cease to deal with the Company or 9 any of the Company Affiliates on substantially equivalent terms to those previously offered or at all. (b)For purposes of this amended letter agreement, "Restriction Period" means (i) during the Employment Period Period, and any other period during which you are employed by the Company or any of its Affiliates, whether pursuant to this Agreement or otherwise, and (ii) for a period of six months one year following your separation from employment, regardless receipt of the reason for your separation and whether caused by you or the Companye. final payment described in Section 5, as applicable. (c)Nothing in Section 9(a) will (x) prohibit you from being a passive owner of not more than 2% of the outstanding stock of a publicly-traded corporation, so long as you have no active participation in the business of such corporation. corporation or (y) prohibit you, following the termination of your employment by the Company, from acting as a legal counsel, consultant, employee, officer or director of a business that is in competition with the business of the Company; provided that the provisions of Section 7 shall continue to govern the disclosure or use of Confidential Information. (d)During the Restriction Period and for a period of eighteen (18) months following the Restriction Period, you also will not: (i)induce or attempt to induce any customer, supplier or other business relation of the Company or any of the Company Affiliates to cease doing business with the Company or any of the Company Affiliates, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company or any of the Company Affiliates, on the other hand; or (ii)engage, employ, solicit or contact with a view to the engagement or employment of, any employee, officer or manager of, or full-time consultant to, the Company or any of the Company Affiliates or any person who has been an employee, officer or manager of, or consultant to, the Company or any of the Company Affiliates, if he or she has been in such a role Affiliates at any time within during the immediately prior three months; two-year period ending on the date of such determination. 10 (e)Nothing in clause (ii) of Section 9(d) shall prohibit you, following the termination of your employment by the Company, in connection with your work for a future employer, from making or (iii)assist any individual initiating a solicitation of employment distributed to the general public and engaging a current or entity former Company employee, officer, manager or consultant who responded to engage in the conduct referenced in clauses (i) and (ii) immediately above. (e)The such general public solicitation. (f)The Company, on behalf of itself and all of the Company Affiliates, agrees that during the Restriction Period they and their executive officers (or other persons acting on their behalf) will not say anything which is harmful to your reputation or which could be reasonably expected to lead any person to cease to deal with you or engage you in any consulting or employment position. View More
