Restrictive Covenants Contract Clauses (3,342)

Restrictive Covenants. As a condition to the effectiveness of this Agreement, Executive will have executed and delivered to the Company no later than contemporaneously herewith the Employee Proprietary Information and Inventions Assignment Agreement attached as Exhibit B (the "Restrictive Covenant Agreement"). Executive agrees to abide by the terms of the Restrictive Covenant Agreement, which are hereby incorporated by reference into this Agreement. Executive acknowledges that the provisions of the Restrictive Covenan...t Agreement will survive the termination of Executive's employment and the termination of the Term for the periods set forth in the Restrictive Covenant Agreement. View More

Restrictive Covenants. (a) Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A attached hereto, which Exhibit A is incorporated herein and forms part of this Agreement. (b) In the event that the Participant violates any of the restrictive covenants referred to in this Section 8, in addition to any other... remedy that may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which such violation first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant's breach of such restrictive covenants. View More

Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accor...dingly agrees to the provisions of Appendix A to this Agreement (the "Restrictive Covenants"). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates. View More

Restrictive Covenants. (a) Non-Compete. Except as the Company otherwise agrees, the Executive shall not during the Employment Period and, if the Executive terminates his employment under this agreement other than for Good Reason for 90 days thereafter, directly or indirectly provide services to, engage in, have any equity interest in, or manage or operate any Competitive Enterprise (as defined below); provided, however, that the Executive shall be permitted to acquire a passive equity interest in such a Competitive En...terprise provided (i) the Executive notifies the Company of any such investment in accordance with the Company's notification policies in effect from time to time and (ii) the interest acquired is not more than five percent (5%) of such Competitive Enterprise's outstanding equity interests. (b) Non-Solicit. During the Employment Period, except for the purpose of terminating or encouraging the resignation of underperforming or excess limited partners, employees, independent contractors, consultants, service providers or suppliers of the Company, and for a period of twelve months following immediately after the termination or expiration of the Employment Period, the Executive shall not, directly or indirectly, recruit or otherwise solicit, encourage or induce any limited partner, employee, independent contractor, consultant, service provider or supplier of the Company (i) to terminate his, her or its employment or arrangement with the Company, or (ii) to otherwise change his, her or its relationship with the Company. (c) "Competitive Enterprise". "Competitive Enterprise" means any business enterprise that is engaged, or owns or controls a significant interest in any entity that is engaged, in either case, primarily or in any substantial manner in any place in the world in (x) investment banking or securities activities or financial services, including, without limitation, private equity, hedge fund or other asset or investment management businesses, or (y) any business activities in which the Company and/or its affiliates are engaged primarily or in any substantial manner; in each case excluding Moelis Asset Management LP and its affiliates.. (d) Non-Disparagement. Except pursuant to Section 5(c), the Executive agrees that, during the Employment Period and at all times thereafter, he will not disparage in any material respect the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing. The Company agrees to instruct the members of the Company's most senior decision and policy making committee (currently, the Group LP 4 Management Committee) that, during the Employment Period and at all times thereafter, not to disparage the Executive in any material respect. Nothing in this Section 4(d) shall prevent any person from making truthful statements when required by law, regulation, subpoena, court order, or similar legal requirement. (e) Vesting Agreements. For avoidance of doubt, the provisions in the Vesting Agreements related to the Executive's equity interests in Group LP providing for forfeiture of vested equity interests shall continue to apply. Those provisions are copied in Attachment 1 hereto for convenience of reference. View More

Restrictive Covenants. Executive acknowledges that in consideration of her employment with the Company she executed a Confidentiality and Non-Solicitation Agreement dated April 13, 2006 ("Confidentiality and Non-Solicitation Agreement") and the Employment Agreement. Executive hereby represents that she understands her contractual obligations under said Confidentiality and Non-Solicitation Agreement and the Employment Agreement, and she agrees that the terms and conditions contained in the Confidentiality and Non-Solic...itation Agreement and Sections 10-26 of the Employment Agreement shall survive the termination of her employment with the Company and will continue in full force and effect. Executive hereby reaffirms her commitment and obligation to abide by the terms of the Confidentiality and Non-Solicitation Agreement and Sections 10, 11, 12, and 13 of the Employment Agreement. View More

Restrictive Covenants. In consideration of the Award, Participant agrees not to engage in Prohibited Activity during Participant's employment with the Company Group and for a period of [CEO or President: 24][EVPs: 18][SVPs: 12] months after Participant's Termination of employment with the Company Group (the "Restricted Period"). If the Participant engages in a Prohibited Activity during the Restricted Period, the Company or its appropriate Subsidiaries may seek an injunction from a court of competent jurisdiction to p...revent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction. Both the Company and the Participant agree that monetary damages alone are an insufficient remedy for breach of the foregoing covenant. The Company or its appropriate Subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement. To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group's businesses and time of applicability of the restrictions. View More

Restrictive Covenants. A. No Hiring. During the Employment Period and for 12 months thereafter, you agree not to employ or retain, have any other person or firm employ or retain, or otherwise participate in the employment or retention of any person who was an employee or consultant of Agilysys at any time during the 12 months preceding the end of the Employment Period. B. Non-Competition. Because of Agilysys' legitimate business interest as described herein and the good and valuable consideration provided to you, duri...ng the Employment Period and 3 continuing for the 12 month period beginning on the Termination Date, to run consecutively, for any reason or no reason and whether your employment is terminated at your option or at the option of Agilysys, you agree and covenant not to engage in Prohibited Activity within North America. For purposes of this Section 7.B., "Prohibited Activity" is activity in which you contribute your knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as Agilysys, including those engaged in the business of developing and marketing proprietary enterprise software, services and solutions, including point-of-sale (POS), property management, inventory and procurement, workforce management and related mobile and wireless solutions, to the hospitality industry. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. Nothing herein shall prohibit you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, such corporation. It is understood and acknowledged that any non-competition obligation arising under this Paragraph 7.B. shall be in addition to any other obligations on your part under this Agreement, including but not limited to the confidentiality and no-hiring provisions of Paragraphs 6 and 7.A., above. View More

Restrictive Covenants. You hereby acknowledge and agree that You will abide by the terms and conditions of the Employee Restrictive Covenants, Proprietary Information and Inventions Agreement (the "Restrictive Covenant Agreement") attached as Exhibit B to the Employment Agreement dated April 1, 2014 by and between You and the Company (the covenants set forth therein, collectively, the "Restrictive Covenants"), and agree that the Restrictive Covenants shall remain in full force and effect in accordance with their terms... following the Separation Date and Your execution of this Agreement. View More

Restrictive Covenants. If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the "Restrictive Covenants"), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to ...effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares. You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants. View More

Restrictive Covenants. (a) No Solicitation of Customers. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert, or appropriate to or for a Competing Business, or (ii) attempt to solicit, divert, or appropriate to or for a Competing Business any person or entity t...hat is or was a customer of the Company or any of its Affiliates on the date of termination and with whom the Executive has had material contact. (b) No Recruitment of Personnel. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert or hire away; or (ii) attempt to solicit, divert, or hire away to any Competing Business, any employee of or consultant to the Company or any of its Affiliates engaged or experienced in the Business, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. 10 (c) Non-Competition Agreement. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (without the prior written consent of the Employer) compete with the Company or any of its Affiliates by, directly or indirectly, forming, serving as an organizer, director or officer of, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or holding company therefor if such depository institution or holding company has one or more offices or branches located in the Territory. Notwithstanding the foregoing, the Executive may serve as an officer of or consultant to a depository institution or holding company therefor even though such institution operates one or more offices or branches in the Territory, if the Executive's employment does not directly involve, in whole or in part, the depository financial institution's or holding company's operations in the Territory. View More