Grouped Into 83 Collections of Similar Clauses From Business Contracts
This page contains Restrictive Covenants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictive Covenants. As an inducement to the Company to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company that Executive will comply with all of the restrictive covenants in Sections 9 through 17, as a condition to the Company's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. As an inducement to the Company to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company that Executive will comply with all of the restrictive covenants in Sections 9 10 through 17, 16, as a condition to the Company's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. As an inducement to the Company Partnership to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company Partnership that Executive will comply with all of the restrictive covenants in Sections 9 through 17, as a condition to the Company's Partnership's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. You agree to the following restrictive covenants: a. Non-Competition. It is understood and agreed that so long as you are employed by the Company and for a period of twelve (12) months thereafter you will not directly or indirectly, provide any service either as an employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Radio Company that serves any portion of the United States. For this purpose, a "Radio Company..." is any company that, as a material part of its business, competes in any material manner with the then present or planned business activities of the Company, which shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, wireless / mobile radio and internet radio). If you are employed by a company with a non-material radio business, you agree that you will not perform any services for that radio business during such twelve (12) month period. b. Non-Solicitation of Employees. In addition it is understood and agreed that for the twelve (12) month period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto. c. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. In the event you violate the restrictive covenants set forth in this Section 9, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions.View More
Restrictive Covenants. You agree to the following restrictive covenants: a. Non-Competition. It is understood and agreed that so long as you are employed by the Company and for a period of of: (i) twelve (12) months thereafter for a termination by the Company pursuant to Sections 6(b) or (d); (ii) six (6) months thereafter for a termination by the Company pursuant to Section 6(a); and (iii) six (6) months for a termination by you under Section 6(d), you will not directly or indirectly, provide any service either as an... employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Radio Company that serves any portion of the United States. For this purpose, purpose a "Radio Company" is any company that, as a material part of its business, which competes in any material manner with the then present or planned business activities of the Company, which shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, wireless / mobile wireless/mobile radio and internet radio). If you are employed by a company with a non-material radio business, you agree that you will not perform any services for that radio business during such twelve (12) month period. b. Non-Solicitation of Employees. In addition it is understood and agreed that for the twelve (12) month year period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate 4 in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto. c. Non-Solicitation of Clients. During the term of this Agreement and for a period of twelve (12) months following your separation from the Company for any reason, you will not, without prior written permission of the CEO of Entercom, directly or indirectly, solicit for the sale of any advertising, marketing or promotional services, any client or customer of the Company on behalf of a Radio Company. For purposes of the foregoing, a client or customer of the Company shall mean any person or entity that purchased or was solicited to purchase advertising, marketing, or promotional services by the Company during the one (1) year period preceding the date of your termination. Your obligations as set forth above in this Section shall survive beyond the termination of your employment with the Company. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. 7. In the event you violate the restrictive covenants set forth in this Section 9, 7, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 7 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions. At any time after six (6) months from the effective date of a termination by the Company under Section 6(b) or (d), you shall be permitted to elect to terminate the then remaining period of the non-compete in Section 7(a), as well as the obligation to providing post-term consulting services as set forth in Sections 6(b) and (d), by notifying the Company in writing. In the event you do so, (i) the then remaining severance benefits set forth in Sections 6(b) and (d) shall be forfeited, i.e., the then remaining severance payments shall be discontinued (in the case of both Sections 6(b) and (d)); and (ii) the then remaining unvested equity grants (in the case of Section 6(b)) shall be forfeited. View More
Restrictive Covenants. As a condition of your receipt of this Award, you agree to execute, and abide by the terms of, the Non-Competition Agreement. You acknowledge and agree that the restrictions set forth in the Non-Competition Agreement are reasonable in all respects and no greater than necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are recei...ving new consideration above and beyond any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder.View More
Restrictive Covenants. As a condition The grant of your receipt Deferred Units herein is made in consideration of this Award, you agree the services to execute, and abide be rendered by the terms of, Participant to the Non-Competition Agreement. You acknowledge Employer, and agree that the restrictions set forth non-disparagement, non-compete and non-solicitation covenants of the Participant contained in the Non-Competition Agreement are reasonable in all respects letter between Icahn Enterprises L.P. and no greater t...han necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are receiving new consideration above and beyond any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder. Participant dated ______________. View More
Restrictive Covenants. As a condition The Executive acknowledges and agrees that he or she is bound by, and subject to, the Non-Solicitation and Confidentiality Agreement dated as of your receipt ________________ (the "Restrictive Covenants") and the Waiver and Release. The Executive shall comply with, and observe, the Restrictive Covenants including, without limitation, the confidential information, non-solicitation and intellectual property provisions and related covenants contained therein, all of this Award, you a...gree to execute, which are hereby incorporated by reference. In the event that Executive has breached any of the Restrictive Covenants or the Waiver and abide by Release or has engaged in conduct during his or her employment with the terms of, the Non-Competition Agreement. You acknowledge and agree Company that the restrictions set forth would constitute grounds for termination for Cause (as defined in the Non-Competition Exelon Corporation Senior Management Severance Plan), benefits under this Agreement are reasonable in all respects shall terminate immediately, and no greater than necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are receiving new consideration above and beyond Executive shall reimburse Exelon for any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder. benefits received. View More
Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable h...arm to the Company. During your employment and through two years after the Payout Date of this Award, you will not directly or indirectly (i) engage in any Competitive Activity, (ii) solicit orders from or seek or propose to do business with any customer or supplier of the Company or its subsidiaries or affiliates (collectively, the "Companies") relating to any Competitive Activity, or (iii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. "Competitive Activity" means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved as an employee, consultant or agent. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the two-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section. If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. "Award Gain" for the Cash Portion of your Award is equal to (i) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. "Award Gain" for the Stock Portion of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.View More
Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable h...arm to the Company. In addition, you may have influence upon customer or supplier relationships, goodwill or loyalty which are valuable interests to the Company. During your employment and through two years after the Payout Date of this Award, you will not directly or indirectly (i) engage in any Competitive Activity, (ii) solicit orders from or seek or propose to do business with any customer customer, supplier, or supplier vendor of the Company or its subsidiaries or affiliates (collectively, the "Companies") relating to any Competitive Activity, or (iii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. Companies, or (iv) engage in activity that may require or inevitably will require disclosure of trade secrets, proprietary information, or confidential information. "Competitive Activity" means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved as an employee, consultant during the last two years of your employment in the Restricted Territory. "Restricted Territory" means any geographic area in which any of the following occurred or agent. existed during the last two years of your employment with one or more of the Companies: (i) you contacted any customer, supplier or vendor, or (ii) any customer, supplier or vendor you serviced or used were located, or (iii) operations for which you had responsibility sold any products, or (iv) any products you designed were sold or distributed. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the two-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section. If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. "Award Gain" for the Cash Portion of your Award is equal to (i) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. "Award Gain" for the Stock Portion of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you. 6 10. Repayment of Awards. If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment. In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement. The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment. View More
Restrictive Covenants. In connection with signing this Agreement, you are signing a Noncompetition, Nonsolicitation, Proprietary and Confidential Information and Developments Agreement (the "Restrictive Covenants Agreement"), which addresses your responsibilities to the Company in connection with confidentiality, transfer and protection of intellectual property, noncompetition, nonsolicitation of employees and customers, and nondisparagement.
Restrictive Covenants. In connection with signing this Agreement, you are signing You have previously signed a Noncompetition, Nonsolicitation, Proprietary and Confidential Information and Developments Agreement (the "Restrictive Covenants Agreement"), which addresses your responsibilities to the Company in connection with confidentiality, transfer and protection of intellectual property, noncompetition, nonsolicitation of employees and customers, and nondisparagement. You agree that the Restrictive Covenants Agreemen...t remains in effect and shall survive the termination of this Agreement and termination of your employment with the Company. View More
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant's employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement ("RCA") annexed as 8 US-DOCS\119733922.3 Appendix D 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 between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any unvested portion of the PRSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the PRSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall not be the Company's exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity.View More
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant's employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement ("RCA") annexed as 8 US-DOCS\119733922.3 Appendix D 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 between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any unvested portion of the PRSUs RSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the PRSUs RSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall 7 US-DOCS\112623669.1 not be the Company's exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity. View More
Restrictive Covenants. The Executive agrees to the terms of the Non-Solicitation, Confidentiality and Assignment Agreement, dated as of the Effective Date, by and between the Company and the Executive (the "Restrictive Covenant Agreement"), the terms of which are hereby incorporated by reference as material terms of this Agreement.
Restrictive Covenants. The Executive agrees to the terms of the Non-Solicitation, Non-Competition, Confidentiality and Assignment Agreement, dated as of the Effective Date, April 15, 2015, by and between the Company and the Executive (the "Restrictive Covenant Agreement"), the terms of which are hereby incorporated by reference as material terms of this Agreement.
Restrictive Covenants. (a) Confidentiality. You acknowledge that you have acquired and will acquire knowledge regarding confidential, proprietary and/or trade secret information in the course of performing your responsibilities for the Company, and you further acknowledge that such knowledge and information is the sole and exclusive property of the Company. You recognize that disclosure of such knowledge and information, or use of such knowledge and information, to or by a competitor could cause serious and irreparabl...e harm to the Company. (b) Non-Competition. As set forth more fully in Section 14 of Exhibit A and in Attachment 3 thereto, during your employment and for six (6) months following the termination of your employment, you hereby agree that you will not, as an employee, service provider, investor or in any other capacity directly or indirectly, whether for your own account or for the account of any other person or entity, engage in (or encourage or assist others to engage in) any business or services anywhere in the world that directly compete with the Business of the Company, as defined in Attachment 3 to Exhibit A (to be updated by the Company upon the termination of your employment). You acknowledge that (i) such competition could cause serious and irreparable harm to the Company and (ii) the current and anticipated Business of the Company is worldwide in scope. If you do not comply with this Section 11(b) and with Section 14 of Exhibit A, you will not have met the conditions for Section 7(b), and the Company will have no further obligation to provide such benefits to you.View More
Restrictive Covenants. (a) Confidentiality. You acknowledge that you have acquired and will acquire knowledge regarding confidential, proprietary and/or trade secret information in the course of performing your responsibilities for the Company, and you further acknowledge that such knowledge and information is the sole and exclusive property of the Company. You recognize that disclosure of such knowledge and information, or use of such knowledge and information, to or by a competitor could cause serious and irreparabl...e harm to the Company. (b) Non-Competition. As set forth more fully in Section 14 of Exhibit A and in Attachment 3 thereto, during During your employment and for six (6) twelve (12) months following the termination of your employment, you hereby agree that you will not, as an employee, service provider, investor or in any other capacity directly or indirectly, whether for your own account or for the account of any other person or entity, engage in (or encourage or assist others to engage in) any business or services anywhere in the world that directly compete with the Business of the Company, as defined in Attachment 3 to Exhibit A B (to be updated by the Company upon the termination of your employment). employment, such updated definition to be mutually agreed upon by the parties). You acknowledge that (i) such competition could cause serious and irreparable harm to the Company and (ii) the current and anticipated Business of the Company is worldwide in scope. Company. If you do not comply with this Section 11(b) and with Section 14 of Exhibit A, 12(b), you will not have met the conditions for Section 7(b), 8(b), and the Company will have no further obligation to provide such benefits to you. View More
