Grouped Into 63 Collections of Similar Clauses From Business Contracts
This page contains Non-Competition clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Competition. The Executive agrees that during his employment by the Bank hereunder and, in the event of his termination: • by the Bank for Cause pursuant to Section 3.2.l(b), • by the Executive without Cause pursuant to Section 3.2.2(b), or • by the Executive in connection with a Change of Control pursuant to Section 3.3, for a period of twelve (12) months thereafter, he will not (except on behalf of or with the prior written consent of the Bank), within the Area, either directly or indirectly, on his own be...half or in the service or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Bank (including as an organizer or proposed executive officer of a new financial institution), engage in any business which is the same as or essentially the same as the Business of the Bank and which is or is foreseeable to be competitive with the Bank. The Executive acknowledges that the degree of Bank Confidential Information made available to him are protectable interests warranting such restriction.View More
Non-Competition. The Executive agrees that during his her employment by the Bank hereunder and, in the event of his her termination: • ● by the Bank for Cause pursuant to Section 3.2.l(b), • ● by the Executive without Cause pursuant to Section 3.2.2(b), or • ● by the Executive in connection with a Change of Control pursuant to Section 3.3, 10 for a period of twelve (12) months thereafter, he she will not (except on behalf of or with the prior written consent of the Bank), within the Area, either directly or indi...rectly, on his her own behalf or in the service or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Bank (including as an organizer or proposed executive officer of a new financial institution), engage in any business which is the same as or essentially the same as the Business of the Bank and which is or is foreseeable to be competitive with the Bank. The Executive acknowledges that the degree of Bank Confidential Information made available to him her are protectable interests warranting such restriction. View More
Non-Competition. Without the written consent of the Chief Executive Officer or President, during his employment with Company and during the Non-Competition Period, Executive shall not directly or indirectly, as an officer, director, shareholder, member, partner, joint venturer, executive, independent contractor, consultant, or in any other capacity: a) Engage, own or have any interest in; b) Manage, operate, join, participate in, accept employment with, render advice to, or become interested in or be connected w...ith; c) Furnish consultation or advice to; or d) Permit his name to be used in connection with; Any person or entity engaged in a business in the United States or Canada which is engaged in the manufacture, distribution or sale of the Restricted Products or which otherwise competes with the business of Company as it exists from time to time and, in the case of termination of this Agreement, as it exists on the termination date. Notwithstanding the foregoing, holding one percent (1%) or less of an interest in the equity, stock options or debt of any publicly traded company shall not be considered a violation of this Section 13.View More
Non-Competition. Without Upon a termination of Executive for anything other than Cause, without the written consent of the Chief Executive Officer or President, CEO, during his her employment with Company and during the Non-Competition Period, period of fifteen months after termination of Executive's employment (in which case the period of time of entitlement to the severance benefits in Section 9(b)-(d) shall be fifteen months], Executive shall not directly or indirectly, as an officer, director, shareholder, m...ember, partner, joint venturer, executive, independent contractor, consultant, or in any other capacity: a) Engage, own or have any interest in; b) Manage, operate, join, participate in, accept employment with, render advice to, or become interested in or be connected with; c) Furnish consultation or advice to; or d) Permit his her name to be used in connection with; Any person or entity engaged in a business in the United States or Canada which is engaged in the manufacture, distribution or sale of the Restricted Products or which otherwise competes with the business of Company as it exists from time to time and, in the case of termination of this Agreement, as it exists on the termination date. Notwithstanding the foregoing, holding one percent (1%) or less of an interest in the equity, stock options or debt of any publicly traded company shall not be considered a violation of this Section 13. View More
Non-Competition. The Executive agrees that during the Executive's employment by the Employer hereunder, and in the event of the Executive's Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, perform for any Competing Business any services which ar...e the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area.View More
Non-Competition. The Executive agrees that during the Executive's employment by the Employer hereunder, and Term hereunder and, in the event of the Executive's Termination termination of Employment, regardless of employment for any reason, during the reason, for a period of twenty-four (24) months thereafter, one (1) year from and after the effective date of such termination, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indire...ctly, on the Executive's own behalf or in the service or on behalf of others, perform as a principal, partner, officer, director, manager, supervisor, administrator, consultant, executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Employer, engage in any Competing Business any services business which are is the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area. Employer. View More
Non-Competition. The Executive agrees that during the Executive's employment by the Employer hereunder, and in for the event duration of the Executive's Termination Post-Termination Period following any termination of Employment, regardless of employment while the reason, for a period of twenty-four (24) months thereafter, Agreement is in effect, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive's own b...ehalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area.View More
Non-Competition. The Executive agrees that during the Executive's employment by the Employer hereunder, and in the event of the Executive's Termination of Employment, regardless of the reason, for a period of twenty-four (24) twelve (12) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, perform for any Competing Business any servi...ces which are the same as or essentially the same as the services the Executive provided for the Employer. Company or the Bank. 10 7. Non-Solicitation of Customers. The Executive acknowledges and agrees that during the Business Executive's employment by the Employer hereunder, and in the event of the Employer is conducted Executive's Termination of Employment, regardless of the reason, for a period of twelve (12) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Company and the Bank) on the Executive's own behalf or in the Area. service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company's and the Bank's customers, including prospective customers actively sought by the Company or the Bank, with whom the Executive has or had material contact during the last two (2) years of the Executive's employment with Employer, for purposes of providing products or services that are competitive with those provided by the Company or the Bank. View More
Non-Competition. Executive covenants and agrees that commencing on the date hereof and continuing for the entire Term of Executive's employment and for period of twelve (12) months thereafter (the "Restricted Period"), Executive shall not: (a) Work or be affiliated with in any capacity (including as a founder, employee, owner, consultant, or otherwise), directly or indirectly, for himself or on behalf of any other entity, in any business that manufacturers photomasks or that is otherwise competitive with the bus...iness of the Company or any subsidiary of the Company at any time during Executive's employment or during the Restricted Period, such as, for example and not as a limitation, Toppan, DNP and the photomask manufacturing operations of semiconductor manufacturers such as IBM and TSMC. (b) Solicit, attempt to solicit, or assist others in soliciting or attempting to solicit, directly or indirectly, any business related to the business of the Company from any customers or prospective customers of the Company; for the purposes of this Section 8, the term "customer" means any entity or person who is or has been a client or customer of the Company during the time which Executive was employed with the Company, and the term "prospective customer" means a person or entity who became known to the Company during the time which Executive was employed with the Company as a result of that person's or entity's interest in obtaining the services or products of the Company; and (c) Solicit, attempt to solicit, or assist others in soliciting or attempting to solicit, directly or indirectly, for employment or similar capacity, any person who is an employee of, or an independent contractor for, the Company or its direct or indirect subsidiaries, parents or Affiliates or who was such an employee within twelve (12) months prior to the date of such solicitation or attempted solicitation. (d) Executive acknowledges that in the event of his employment with the Company terminates for any reason, Executive will be able to earn a livelihood without violating the foregoing restrictions. (e) If any provision or clause, or portion thereof, within this Section 8 shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion. It is the intention of the parties that, if any court construes any provision or clause within this Section 8, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the geographic area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.View More
Non-Competition. Executive covenants and agrees that commencing on the date hereof and continuing for the entire Term of Executive's employment and for period of twelve (12) months thereafter (the "Restricted "Exclusivity Period"), Executive shall not: (a) Work Acquire any controlling ownership interest in or be affiliated with in any capacity (including as a founder, employee, owner, consultant, or otherwise), engage, directly or indirectly, for himself themselves or on behalf of any other entity, as agent, con...sultant, employee or otherwise, in any business that manufacturers photomasks or that which is otherwise competitive with or damaging to the business of the Company or any subsidiary of the Company at or the parent entity of the Company, whether such business is now owned or hereafter organized or acquired; (b) Undertake the planning for or organization of, directly or indirectly, alone or in combination with any time during Executive's employment person or during entity any business activity which is competitive with or damaging to the Restricted Period, such as, for example and not as a limitation, Toppan, DNP and business of the photomask manufacturing operations Company or any subsidiary of semiconductor manufacturers such as IBM and TSMC. (b) the Company or parent entity of the Company; (c) Solicit, attempt to solicit, or assist others in soliciting or attempting to solicit, directly or indirectly, any business related to the business of the Company or Photronics, Inc. from any customers or prospective customers of the Company; Company or Photronics, Inc.; for the purposes of this Section 8, the term "customer" means any entity or person who is or has been a client or customer of the Company during the time which Executive was employed with the Company, and the term "prospective customer" means a person or entity who became known to the Company during the time which Executive was employed with the Company as a result of that person's or entity's interest in obtaining the services or products of the Company; and (c) (d) Solicit, attempt to solicit, or assist others in soliciting or attempting to solicit, directly or indirectly, for employment or any similar capacity, any person who is an employee of, or an independent contractor for, the Company or its direct or indirect subsidiaries, parents or Affiliates or who was such an employee within twelve (12) months prior to the date of such solicitation or attempted solicitation. (d) (e) Executive acknowledges that in the event of his employment with the Company terminates for any reason, Executive will be able to earn a livelihood without violating the foregoing restrictions. (e) (f) If any provision or clause, or portion thereof, within this Section 8 shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion. It is the intention of the parties that, if any court construes any provision or clause within this Section 8, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the geographic area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced. View More
Non-Competition. I agree that during my employment with the Company and for one (1) year after the termination of my employment (for any reason), I will not, directly or indirectly, engage in Competing Services with respect to any Competing Business Line. As set forth in Paragraph 9(a) below, I understand that the restrictions in this paragraph apply no matter whether my employment is terminated by me or the Company and no matter whether that termination is voluntary or involuntary. The above restrictions shall ...not apply to passive investments of less than five percent (5%) ownership interest in any entity. For purposes of this Non-Compete Agreement, "Competing Business Line" means any business that is in competition with any business engaged in by the Company and for which I performed Competing Services during the two (2) years prior to my last day of employment with the [OGE219] Company. For purposes of this Non-Compete Agreement, "Competing Services" means the same or similar responsibilities I performed for the Company during the two (2) years prior to my last day of employment with the Company and within the same geographic scope, or portion thereof, with respect to which I performed those responsibilities for the Company.View More
Non-Competition. I agree that during my employment with the Company and for one (1) year twelve (12) months after the termination of my employment (for any reason), I will not, directly or indirectly, engage in Competing Services indirectly have Responsibilities with respect to any Competing Business Line. As set forth in Paragraph paragraph 9(a) below, I understand that the restrictions in this paragraph apply no matter whether my employment is terminated by me or the Company and no matter whether that terminat...ion is voluntary or involuntary. The above These restrictions shall not apply to passive investments of less than five percent (5%) ownership interest in any entity. For purposes of this Non-Compete Agreement, "Competing Business Line" means any business that is in competition with any business engaged in by the Company and for which I performed Competing Services during the two (2) years prior to my last day of employment with the [OGE219] Company. For purposes of this Non-Compete Agreement, "Competing Services" "Responsibilities" means the same or similar material responsibilities I performed for the Company during the two (2) years prior to my last day of employment with the Company and within the same geographic scope, or portion thereof, with respect to which where I performed those responsibilities for the Company. For purposes of this Non-Compete Agreement, "Competing Business Line" means any business that is in competition with any business engaged in by the Company and for which I had Responsibilities during the two (2) years prior to my last day of employment with the Company. Competing Business Line shall also include businesses or business lines that may not be directly competitive with the Company in most respects (such as pharmacy benefit managers), but only to the extent I am engaged by any such business in a role: (a) that involves my performing Responsibilities for Competing Products or Services; or (b) where I would be called upon to inevitably rely upon or disclose Confidential Information and such reliance or disclosure would competitively harm the Company. For purposes of this Non-Compete Agreement, "Competing Products or Services" means products or services that are competitive with products or services offered by, developed by, designed by or distributed by the Company during the two (2) years prior to my last day of employment with the Company. View More
Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period: (a)The Executive covenants and agrees that the Executive will not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executive's ownership of... less than one percent (1%) of any class of stock in a publicly traded corporation shall not be a breach of this paragraph. (b)A "Competitor" is any entity doing business directly or indirectly (e.g., as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the "Territory") that provides wireless products and/or services that are the same or similar to the wireless products and/or services that are currently being provided at the time of Executive's termination or that were provided by the Company Group during the two-year period prior to the Executive's separation from service with the Company Group. (c)The Executive acknowledges and agrees that due to the continually evolving nature of the Company Group's industry, the scope of its business and/or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, including the geographic scope, are reasonably necessary to protect the Company Group's legitimate interests. (d)The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.View More
Non-Competition. In consideration of the Company entering into this Agreement, for For a period commencing on the Effective Date and ending on the expiration continuing for twenty-four (24) months following Executive's termination of the Restricted Period: (a)The employment for any reason (the "Restricted Period"), Executive covenants and agrees that the Executive will shall not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as a...n owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executive's otherwise, other than ownership of less than one percent (1%) of any class of stock in a publicly traded corporation shall not be a breach of this paragraph. (b)A corporation. A "Competitor" is any entity doing business directly or indirectly (e.g., as (as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the "Territory") that provides wireless for whom no less than 5% of such entity's gross annual revenues for the preceding year are attributable to products and/or or services that are the same or similar to the wireless products and/or or services that are currently being provided by any member of the Company Group at the time of Executive's termination or that were provided by a member of the Company Group during the two-year period prior to Executive's termination of employment; provided, however, that any separate subsidiary or distinct division of a Competitor which contributed less than 5% of such entity's gross annual revenues for the Executive's separation from service with the Company Group. (c)The preceding year shall also be a Competitor if Executive provides services or advise to it. Executive acknowledges and agrees that due to the continually evolving nature of the Company Group's industry, the scope of its business and/or or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, including the geographic scope, are reasonably necessary to protect the Company Group's legitimate interests. (d)The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.View More
Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period: (a)The (a) The Executive covenants and agrees that the Executive will not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executive's owne...rship of less than one percent (1%) of any class of stock in a publicly traded corporation shall not be a breach of this paragraph. (b)A (b) A "Competitor" is any entity doing business directly or indirectly (e.g., as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the "Territory") that provides wireless products and/or services that are the same or similar to the wireless products and/or services that are currently being provided at the time of Executive's termination or that were provided by the Company Group during the two-year period prior to the Executive's separation from service with the Company Group. (c)The (c) The Executive acknowledges and agrees that due to the continually evolving nature of the Company Group's industry, the scope of its business and/or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, including the geographic scope, are reasonably necessary to protect the Company Group's legitimate interests. (d)The (d) The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court. Execution Copy 12. Non-Solicitation. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period, the Executive hereby covenants and agrees that he shall not, directly or indirectly, individually or on behalf of any other person or entity do or suffer any of the following: (a) hire or employ or assist in hiring or employing any person who was at any time during the last 18 months of the Executive's employment an employee, representative or agent of any member of the Company Group or solicit, aid, induce or attempt to solicit, aid, induce or persuade, directly or indirectly, any person who is an employee, representative, or agent of any member of the Company Group to leave his or her employment with any member of the Company Group to accept employment with any other person or entity; (b) induce any person who is an employee, officer or agent of the Company Group, or any of its affiliated, related or subsidiary entities to terminate such relationship; (c) solicit any customer of the Company Group, or any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executive's employment for purposes of business which is competitive to the Company Group within the Territory; or (d) solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner. (e) For purposes of this Section 12, the term "solicit or persuade" includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or additional compensation to encourage an employee of the Company Group to terminate his employment, (iii) referring employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating communications with any person or entity relating to a possible Change in Control. View More
Non-Competition. During the term of this Agreement and for a period of 5 years immediately following the termination of this Agreement, Executive shall not, directly or indirectly, without the prior written consent Company, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any Entity engaged in the Restricted Business. (b) Excep...tions. Executive shall not be deemed to be in contravention of the foregoing if Employee participates as a passive investor holding up to 1% of the equity securities of an Entity engaged in the Restricted Business, which securities are publicly traded.View More
Non-Competition. During the term of this Agreement and for a period of 5 years 2 Years of direct competition immediately following the termination of this Agreement, Executive shall not, directly or indirectly, without the prior written consent Company, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any Entity engaged in the ...Restricted Business. Business of industrial hemp, or medicinal marijuana, development, production or sales in to these markets Solar. (b) Exceptions. Executive shall not be deemed to be in contravention of the foregoing if Employee participates as a passive investor holding up to 1% of the equity securities of an Entity engaged in the Restricted Business, which securities are publicly traded. 3 10. Non-Solicitation. During the term of this Agreement and for a one year period after any termination of this Agreement, Executive will not, without the prior written consent of the Company, either directly or indirectly, on Executive 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company. View More
Non-Competition. During the term of this Agreement and for a period of 5 3 years immediately following the termination of this Agreement, Executive shall not, directly or indirectly, without the prior written consent Company, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any Entity engaged in the Restricted Business. (b) Exc...eptions. Executive shall not be deemed to be in contravention of the foregoing if Employee participates as a passive investor holding up to 1% 25% of the equity securities of an Entity engaged in the Restricted Business, which securities are publicly traded. View More
Non-Competition. For so long as the Employee shall be receiving any compensation or remuneration under the Agreement, and for a further period of one (1) year thereafter, the Employee shall not, directly or indirectly, whether individually or as an employee, distributor, affiliates, stockholder (other than the passive ownership of up to 5% of the capital stock of a publicly traded corporation), partner, joint venturer, agent or other representative of any other person, firm or corporation, engage or have any int...erest in any business (other than the Company or any of its subsidiaries or affiliates) which, in any country in which the Company or any of its subsidiaries or divisions does or solicits business during the Term, is engaged in or derives any revenues from performing any functionally equivalent services or marketing any functionally equivalent products as those services provided and products marketed by the Company or any of its subsidiaries or divisions during the Term.View More
Non-Competition. For so long as the Employee shall be receiving any compensation or remuneration under the Agreement, and for a further period of one (1) year thereafter, the Employee shall not, directly or indirectly, whether individually or as an employee, distributor, affiliates, stockholder (other than the passive ownership of up to 5% of the capital stock of a publicly traded corporation), partner, joint venturer, venture participant, agent or other representative of any other person, firm or corporation, e...ngage or have any interest in any business (other than the Company or any of its subsidiaries or affiliates) which, in any country in which the Company or any of its subsidiaries or divisions does or solicits business during the Term, is engaged in or derives any revenues from performing any functionally equivalent services or marketing any functionally equivalent products as those services provided and products marketed by the Company or any of its subsidiaries or divisions during the Term. Principal Officer Employment Contract7Tammy Taylor At the time of signing of their Agreement, the relevant markets of the Company shall be deemed to be those detailed in SEC filings, press releases, Company web site, Business Plans, Executive Summaries, Private Placement Memorandums and any other Company marketing materials in any country in which the Company or any of its subsidiaries or divisions does or solicits business during the Term. View More
Non-Competition. As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that during the Employee's period of employment and through the first anniversary of the Employee's Date of Termination, the Employee shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a busines...s that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its subsidiaries is engaged at the time of the Employee's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if the Employee becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any other capacity calling for the rendition of the Employee's personal services, either alone or with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and the Employee's involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If, at any time, the provisions of this Section 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.View More
Non-Competition. As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that during the Employee's period of employment and through the first anniversary of the Employee's Date of Termination, the Employee shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9, 10, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a bus...iness that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its subsidiaries is engaged at the time of the Employee's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if the Employee becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any other capacity calling for the rendition of the Employee's personal services, either alone or with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and the Employee's involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. If, at any time, the provisions of this Section 9 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Employee agrees that this Section 9 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 10 11. Confidential Information. The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by the Employee during the Employee's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by the Employee or the Employee's representatives in violation of this Agreement). After termination of the Employee's employment with the Company, the Employee shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 11 constitute a basis for deferring or withholding any amounts otherwise payable to the Employee under this Agreement. View More
Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive's position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows: (a) As a result of the particular nature of the Exec...utive's relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term of Employment, the Executive hereby agrees that he will not, directly or indirectly, (i) engage in any business for the Executive's own account or otherwise derive any personal benefit from any business that competes with the business of the Corporation or any of its affiliates (the Corporation and its affiliates are referred to, collectively, as the "Company Group"), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, any of its respective affiliates or subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive is aware of such planning, whether or not such businesses have or have not as of that date commenced operations. (b) Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any Person, other than a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such Person. Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such business. For purposes of this Section 6(b), "Person" shall have the meaning ascribed to such terms in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as described in Section 13(d) thereof.View More
Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive's position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows: (a) As a result of the particular nature of the Exec...utive's relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term Period of Employment, the Executive hereby agrees that he will not, directly or indirectly, (i) engage in any business for the Executive's own account or otherwise derive any personal benefit from any business that competes with the business of the Corporation or any of its affiliates (the Corporation and its affiliates are referred to, collectively, as the "Company Group"), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee trustee, or consultant, or (iv) interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, any of its respective affiliates or subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses business which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive is aware of such planning, whether or not such businesses have or have not as of that date commenced operations. (b) Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any Person, other than a business that competes with the business of the Company Group, Person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such Person. Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such business. For purposes of this Section 6(b), 7(b), "Person" shall have the meaning ascribed to such terms in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as described in Section 13(d) thereof. 10 8. Confidentiality. As a material part of the consideration for the Corporation's commitment to the terms of this Agreement, the Executive hereby agrees that the Executive will not at any time (whether during or after the Executive's employment with the Corporation), other than in the course of the Executive's duties hereunder, or unless compelled by lawful process after written notice to the Corporation of such notice along with sufficient time for the Corporation to try and overturn such lawful process, disclose or use for the Executive's own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any entity within the Company Group; provided, however, that the foregoing shall not apply to information which is generally known to the industry or the public, other than as a result of the Executive's breach of this covenant. The Executive further agrees that the Executive will not retain or use for his own account, at any time, any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group. View More
Non-Competition. The Executive Employee acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, Company, the amount of sensitive and confidential information involved in the discharge of the Executive's Employee's position with the Corporation, Company, and the harm to the Corporation Company that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive Employee hereby expressly agrees as follow...s: (a) As a result of the particular nature of the Executive's Employee's relationship with the Corporation, Company, in the capacities identified earlier in this Agreement, for the Term of Employment, the Executive Employee hereby agrees that he will not, directly or indirectly, (i) engage in any business for the Executive's Employee's own account or otherwise derive any personal benefit from any business that competes with the business of the Corporation Company or any of its affiliates (the Corporation Company and its affiliates subsidiaries or parent, if any, are referred to, collectively, as the "Company Group"), (ii) enter the employ of, or render any services to, any person Person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person Person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, Company or any of its respective affiliates or subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the future and as to which the Executive Employee is aware of such planning, whether or not such businesses have or have not as of that date commenced operations. 10 (b) Notwithstanding anything to the contrary in this Agreement, the Executive Employee may, directly or indirectly, own, solely as an investment, securities of any Person, other than a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive Employee (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such Person. Executive Employee may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the business of the Company Group, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive Employee (i) is not a controlling Person of, or a member of a group that controls, such Person, and (ii) does not, directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such business. For purposes of this Section 6(b), "Person" shall have the meaning ascribed to such terms in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as described in Section 13(d) thereof. View More
