Non-Competition Clause Example with 5 Variations from Business Contracts

This page contains Non-Competition clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During Executive's employment with the Company and, for a period of one year following the date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or o...ther business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. View More
Found in Lantheus Holdings, Inc. contract

Variations of a "Non-Competition" Clause from Business Contracts

Non-Competition. a. Executive acknowledges and recognizes the highly competitive that (i) Executive performs services of a unique nature of the businesses of for the Company that are irreplaceable, and its affiliates that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and accordingly agrees as follows: (1) During will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately ...assist in competition against the Company, (iii) in the course of Executive's employment with by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and, has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for a period of one year following the date Executive ceases to be employed by the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "Restricted Period"), Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether on Executive's own behalf or on behalf of not for compensation) or in conjunction with render services to any person, firm, partnership, joint venture, association, corporation or other entity, in whatever form, engaged in competition with the Company. Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting that is in competition with the Company, the business of any client or prospective client: (i) with whom so long as Executive had personal contact or dealings on behalf of the Company during the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged has no active participation in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. corporation. View More
Found in Kraft Heinz Co contract
Non-Competition. a. Executive acknowledges The provisions of this Section 13 and recognizes the highly competitive nature any related provisions shall survive termination of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During this Agreement and/or Executive's employment with the Company and, and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non-competition, confidentiality, solicitation of employees, or ...trade secrets, and are included in consideration for a period of one year following the date Executive ceases to be employed by the Company entering into this Agreement. Executive's right to receive and retain the benefits specified in this Agreement is conditioned upon Executive's compliance with the terms of this Section 13: (a) Non-Compete. (1) During the Executive's employment with the Company and during the period beginning on the Date of Termination and ending one (1) year thereafter (the "Restricted "Non-Compete Period"), the Executive will shall not, whether on Executive's own behalf without prior written approval of the Board, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for or on behalf of, any business enterprise in substantial direct competition (as defined in Section 13(a)(2)) with the Company. The above constraint shall not prevent the Executive from making passive investments, not to exceed five percent (5%) of the total equity value, in any enterprise where Executive's services or advice is not required or provided. (2) For purposes of this Section 13(a), a business enterprise with which the Executive becomes associated as an officer, employee, agent, partner, or director of, or provide any services or advice to or for or on behalf of, shall be considered in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting in substantial direct competition with the Company, the business of Company if such entity owns, operates or manages long-term acute care hospitals, nursing facilities, inpatient rehabilitation hospitals, or provides contract rehabilitation therapy services, home health services or hospice services within any client state or prospective client: (i) with whom Executive had personal contact or dealings on behalf of country where the Company during the one-year period preceding Executive's termination or any of employment; (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had its direct or indirect responsibility subsidiaries or affiliates has any such hospital or facility or provides any such services as of the Date of Termination. (3) During the Executive's employment with the Company and during the one year immediately preceding Executive's termination Non-Compete Period, the Executive shall not, without prior written approval of employment. (2) During the Restricted Period, Executive will not Board, directly or indirectly: 6 (i) engage in indirectly, solicit, provide to, take away, or attempt to take away or provide to any business that competes with the business customer or businesses solicited prospect of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing direct or sale indirect subsidiaries any business of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses a type which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, subsidiary provides or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who markets or which engages is in a Competitive Business; (iii) acquire a financial interest in, substantial direct competition with any business then engaged in (or product or otherwise become actively involved with, any Competitive Business, directly services marketed or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt planned to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between be marketed) by the Company or any of its affiliates and customers, clients, suppliers, partners, members direct or investors of indirect subsidiaries; or induce or attempt to induce any such customer to reduce such customer's business with that business entity, or divert any such customer's business from the Company and its direct or its affiliates. (3) Notwithstanding anything to indirect subsidiaries; or discuss that subject with any such customer. 12 (b) Non-Solicit. During the contrary in this Agreement, Executive's employment with the Company and during the Non-Compete Period, Executive may, shall not directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf individually or on behalf of any person other than the Company, aid or in conjunction with any Person, directly or indirectly: i. endeavor to solicit or encourage induce any employee or consultant of the Company Company's or its affiliates affiliates' employees to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of their employment with the Company or who left the employment of or ceased providing services such affiliates in order to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's accept employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine person, corporation, limited liability company, partnership, sole proprietorship or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. entity. View More
Found in KINDRED HEALTHCARE, INC contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive that (i) Executive performs services of a unique nature of the businesses of for the Company that are irreplaceable, and its affiliates that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and accordingly agrees as follows: (1) During will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately ...assist in competition against the Company, (iii) in the course of Executive's employment with by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and, has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for a period of one year following the date Executive ceases to be employed by the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or not engage in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), activities, directly or indirectly solicit (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or assist independent contractor, individually, in soliciting concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("Competitive Business") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "Restricted Territory"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.3.NON-SOLICITATION. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any client other person, firm, corporation or prospective client: (i) other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with whom the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had personal contact or dealings on behalf of the Company during while an Executive of the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Company, or about which the Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans access to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed confidential information by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination virtue of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. View More
Found in 2 Contracts from Kraft Heinz Co
Non-Competition. a. Executive acknowledges and recognizes the highly competitive that (i) Executive performs services of a unique nature of the businesses of for the Company that are irreplaceable, and its affiliates that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and accordingly agrees as follows: (1) During will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately ...assist in competition against the Company, (iii) in the course of Executive's employment with by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and, has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for a period of one year following the date Executive ceases to be employed by the Company in the course of Executive's Service. Accordingly, during Executive's Service and for twelve (12) months following a termination of Executive's Service for any reason (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or not engage in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), activities, directly or indirectly solicit (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or assist independent contractor, individually, in soliciting concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("Competitive Business") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "Restricted Territory"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.3.NON-SOLICITATION. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any client other person, firm, corporation or prospective client: (i) other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with whom the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had personal contact or dealings on behalf of the Company during while an Executive of the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Company, or about which the Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans access to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed confidential information by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination virtue of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. View More
Found in 4 Contracts from Kraft Heinz Co
Non-Competition. a. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During (i) Executive will not, within twenty-four months following the termination of Executive's employment with the Company and, for a period of one year following (the "Post-Termination Period") or during the date Executive ceases to be employed by Employment Term (collectively with the Company (the Post-Termination Period, the "...Restricted Period"), Executive will not, whether on Executive's accept an employment or consulting relationship (or own behalf or on behalf of have any financial interest in), directly or in conjunction indirectly, with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist which derives at least 10% of its revenue from engaging in soliciting in competition with the Company, the business of any client or prospective client: (i) home respiratory therapy, home infusion therapy, and home medical equipment that is competitive with whom Executive had personal contact or dealings on behalf of the Company during and its subsidiaries within the one-year period preceding Executive's termination of employment; United States (a "Competitive Business"). (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not initiate or respond to communications with any of the employees of the Company or its subsidiaries who earned annually $50,000 or more as a Company or subsidiary employee during the twelve-month period prior to the termination of such employee's employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity. (iii) During the Restricted Period, Executive will not influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly: 6 (i) engage indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in any business that competes competition with the business or businesses of the Company or any subsidiary or affiliate of its affiliates, namely in the testing, development and manufacturing services for Company. (iv) During the development, manufacture, distribution, marketing Restricted Period, Executive will not, other than as required by law or sale by order of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company or its affiliates have specific plans affiliates, or that is or reasonably would be expected to conduct in be damaging to the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors reputation of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its affiliates a Competitive Business which are publicly traded on a national or regional stock exchange 8 or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company. iii. person. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Section 9 8 shall survive be in effect shall be extended by the termination length of this Agreement and Executive's employment time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company's application for any reason. injunctive relief. View More
Found in APRIA HEALTHCARE GROUP INC contract