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. Executive expressly agrees to execute, either contemporaneously herewith or within 48 hours hereafter, the current version of the Technical Information and Non-Competition Agreement between the Company and Executive (the "Technical Information and Non-Competition Agreement") to replace the Technical Information and Non-Competition Agreement dated April 6, 2008, and further acknowledges and agrees that said covenants and obligations of the new Technical Information and Non-Competition Agreement s...urvive Executive's execution of this Agreement; provided, however, that in the event of any conflict between the terms of the Technical Information and Non-Competition Agreement (including the references therein to "at will" employment) and this Agreement, the terms of this Agreement shall supersede and override the provisions of such Technical Information and Non-Competition Agreement.View More
Restrictive Covenants. Executive expressly agrees to execute, either contemporaneously herewith with the Effective Date or within 48 hours hereafter, thereafter, the current version of the Technical Information and Non-Competition Agreement between the Company and Executive (the "Technical Information and Non-Competition Agreement") to replace the Technical Information and Non-Competition Agreement dated April 6, 2008, Agreement"), and further acknowledges and agrees that said covenants and obligations of the new Tech...nical Information and Non-Competition Agreement survive Executive's execution of this Agreement; 8 provided, however, that in the event of any conflict between the terms of the Technical Information and Non-Competition Agreement (including the references therein to "at will" employment) and this Agreement, the terms of this Agreement shall supersede and override the provisions of such Technical Information and Non-Competition Agreement. View More
Restrictive Covenants. 5.2NON-DISCLOSURE. 5.3NON-SOLICITATION OF EMPLOYEES. 5.4NON-SOLICITATION OF CUSTOMERS. 5.5POST EMPLOYMENT COMPETITION. 5.6NON-DISPARAGEMENT. 5.8CONFIDENTIAL INFORMATION OF OTHERS. 5.9COOPERATION WITH LEGAL MATTERS. 5.10REMEDIES AND DAMAGES. 5.11LIMITATIONS.
Restrictive Covenants. 5.2NON-DISCLOSURE. 5.3NON-SOLICITATION OF EMPLOYEES. 5.4NON-SOLICITATION OF CUSTOMERS. 5.5POST EMPLOYMENT COMPETITION. 5.6NON-DISPARAGEMENT. 5.7CREATIONS. 5.8CONFIDENTIAL INFORMATION OF OTHERS. 5.9COOPERATION WITH LEGAL MATTERS. 5.10REMEDIES AND DAMAGES. 5.11LIMITATIONS.
Restrictive Covenants. 5.3NON-SOLICITATION OF EMPLOYEES. 5.4NON-SOLICITATION OF CUSTOMERS. 5.5POST EMPLOYMENT COMPETITION. 5.6NON-DISPARAGEMENT. 5.7CREATIONS. 5.8CONFIDENTIAL INFORMATION OF OTHERS. 5.9COOPERATION WITH LEGAL MATTERS. 5.10REMEDIES AND DAMAGES. 5.11LIMITATIONS. 6.1TERMINATION BY COMPANY FOR CAUSE. 6.2NOTICE TERMINATION BY COMPANY. 6.3VOLUNTARY TERMINATION BY EXECUTIVE. 6.4DEATH OR DISABILITY. 6.5TIMING OF PAYMENTS. 6.7EXCESS PARACHUTE PAYMENTS. 6.8ACTIONS UPON TERMINATION. 6.9WITHHOLDING AUTHORIZATION.
Restrictive Covenants. 5.3NON-SOLICITATION OF EMPLOYEES. 5.4NON-SOLICITATION OF CUSTOMERS. 5.5POST EMPLOYMENT COMPETITION. 5.6NON-DISPARAGEMENT. 5.7CREATIONS. 5.8CONFIDENTIAL INFORMATION OF OTHERS. 5.9COOPERATION WITH LEGAL MATTERS. 5.10REMEDIES AND DAMAGES. 5.11LIMITATIONS. 6.1TERMINATION UPON EXPIRATION OF TERM. 6.2TERMINATION BY COMPANY FOR CAUSE. 6.2NOTICE 6.3NOTICE TERMINATION BY COMPANY. 6.3VOLUNTARY 6.4VOLUNTARY TERMINATION BY EXECUTIVE. 6.4DEATH 6.5DEATH OR DISABILITY. 6.5TIMING 6.6TIMING OF PAYMENTS. 6.7EXCES...S PARACHUTE PAYMENTS. 6.8ACTIONS UPON TERMINATION. 6.9WITHHOLDING AUTHORIZATION. 7.1ADDRESSES. View More
Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, Grantee's right to receive Performance Shares covered by this Agreement shall be forfeited automatically and without further notice and to the extent that the Grantee has received shares of Common Stock pursuant t...o Section 5 within a period of 18 months prior to such breach, the Grantee shall be required to return to the Company, upon demand, such shares or the net proceeds of any sales. For purposes of this Section 12, net proceeds shall mean the amount realized upon the disposition of the shares, less any applicable taxes withheld by the Company.View More
Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, Grantee's right to receive Performance Shares the shares of Restricted Stock covered by this Agreement shall be forfeited automatically and without further notice and, if and to the extent that the Grantee has rec...eived any shares of Common Restricted Stock covered by this Agreement have vested pursuant to Section Sections 4 or 5 within a period of 18 months prior to such breach, the Grantee shall be required to return to the Company, upon demand, such shares or the net proceeds of any sales. For purposes of this Section 12, 9, net proceeds shall mean the amount realized upon the disposition of the shares, less any applicable taxes withheld by the Company. View More
Restrictive Covenants. (a) The Grantee acknowledges and agrees that, in consideration for grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the Company, the Company's Code of Conduct (as defined in th...e Employment Agreement), and any other written agreements between the Company and the Grantee (collectively, the "Restrictive Covenants"). (b) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants: (i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested), and the outstanding Restricted Stock Units shall immediately terminate; and (ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (ii) within 180 days after the Committee's discovery of the Grantee's breach of any of the Restrictive Covenants.View More
Restrictive Covenants. (a) The Grantee acknowledges and agrees that, in consideration for grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent Restrictive Covenants described in (including incorporated by reference into) Section 14 3 of the Employment Agreement, the Restrictive Covenants Retirement Agreement dated February 8, 2017 between the Grantee and the Company, the Company'...s Code of Conduct (as defined in the Employment Agreement), and any other written agreements between the Company and the Grantee (collectively, the (the "Restrictive Covenants"). 2 (b) The Grantee acknowledges and agrees that in the event that it is determined by a court of competent jurisdiction that the Grantee breaches breached any of the Restrictive Covenants: Covenants (other than the Code of Conduct, as defined in the Retirement Agreement) or that Grantee materially breached the Code of Conduct: (i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested), and the outstanding Restricted Stock Units shall immediately terminate; and (ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (ii) within 180 days after the Committee's discovery court of the Grantee's breach of any of the Restrictive Covenants. competent jurisdiction's determination described above. View More
Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan of the Company, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this RSU shall be cancelled and, to the extent some or all of this RSU vested within a period of 12 months prior to such breach, the Participant shall be required to forfeit to the Company, upon... demand, any Shares acquired by the Participant upon such vesting or cash acquired upon sale.View More
Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company or any Subsidiary under any agreement, policy or plan of the Company, Company or any Subsidiary, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, this RSU Option shall be cancelled and, to the extent some or all of this RSU vested Option was exercised within a period of 12 months prior to such ...breach, the Participant shall be required to forfeit to the Company, upon demand, any cash or Shares acquired by the Participant upon such vesting exercise or cash acquired upon sale. View More
Restrictive Covenants. (a) Executive and Company agree that Section 6 of the Employment Agreement continues to remain in full force and effect in accordance with the terms therein and are hereby incorporated by reference. If the Board determines in good faith that Executive has breached the provisions of Section 6 of the Employment Agreement, the Company may cease payment of the severance benefits set forth in Section 1(a) of this Agreement. (b) Executive and the Company agree that (i) Executive shall not publicly dis...parage the Company or any of its respective affiliates, shareholders, partners, directors, officers, employees or agents, and (ii) the Company shall direct its respective directors and officers not to publicly disparage Executive; provided, however, that the foregoing provisions of this Section 4(b) shall not apply to, and shall not restrict, any statements made by any person or entity in the course of or in connection with litigation or any other adversarial proceeding arising between the parties under this Agreement. The provisions of this Section 4(b) shall survive any termination of this Agreement and any termination of the Term.View More
Restrictive Covenants. (a) Executive and Company agree that Section 6 of the Employment Agreement continues to remain in full force and effect in accordance with the terms therein and are hereby incorporated by reference. If the Board determines in good faith that Executive has breached the provisions of Section 6 of the Employment Agreement, the Company may cease payment of the severance benefits set forth in Section 1(a) of this Agreement. (b) Executive and the Company agree that (i) Executive shall not publicly dis...parage the Company or any of its respective affiliates, shareholders, partners, directors, officers, employees or agents, and (ii) the Company shall direct its respective directors and officers not to publicly disparage Executive; provided, however, that the foregoing provisions of this Section 4(b) shall not apply to, and shall not restrict, any statements made by any person or entity in the course of or in connection with litigation or any other adversarial proceeding arising between the parties under this Agreement. The provisions of this Section 4(b) shall survive any termination of this Agreement and any termination of the Term. 5 5. Non-Admission. It is expressly understood that this Agreement does not constitute, nor will it be construed as an admission by the Company of any liability or unlawful conduct whatsoever. The Company specifically denies any liability or unlawful conduct. View More
Restrictive Covenants. (a) Non-Solicitation of Clients. During the Executive's employment and for a period of one year following the Executive's last day of employment with the Employer, the Executive covenants and agrees that he will not, for himself or for the benefit of another, solicit a Client for the purpose of providing banking services of any type that the Employer rendered to its clients in the twelve months immediately preceding his termination of employment. The term "Client" as used in this Section 8 of th...e Agreement shall be defined as any individual or entity that paid or engaged Xenith for banking services in the twelve month period immediately preceding the date of Executive's termination of employment and with whom Executive had contact, involvement or communication, directly or indirectly, during such time. (b) Non-Solicitation of Employees. During the Executive's employment and for a period of one year following the Executive's last day of employment with the Employer, the Executive will not, on the Executive's own behalf or on behalf of any third party, recruit or hire any individual who was employed by the Employer at any point during the twelve month period immediately preceding his last day of employment and with whom the Executive had contact, involvement or communication, during such time period. (c) Non-Competition. During Executive's employment and for a period of one year following the Executive's last day of employment with the Employer, the Executive covenants and agrees that he will not, either as principal, owner (of greater than 5% of the ownership interests), partner, director, officer, employee, agent, or consultant, compete with i) HoldCo by providing services to any 10 competing bank holding company that are substantially similar to those he provided to HoldCo during his employment; or ii) Xenith, by providing services that are substantially similar to those he provided to Xenith to any financial institution that offers banking products and services competitive to those offered by Xenith at any time during the twelve month period immediately preceding Executive's last day of employment. The foregoing restrictions shall only apply within a 150 mile radius of the location of HoldCo's corporate headquarters (with respect to Section 8(c)(i) of this Agreement) or ii) twenty-five (25) miles of any office, branch or division of Xenith in operation as of the date of his last day of employment (with respect to Section 8(c)(ii) of this Agreement).View More
Restrictive Covenants. (a) Non-Solicitation of Clients. During the Executive's employment with the Employer and for a period of one year following the termination of the Executive's last day employment hereunder (but not the expiration of employment with the Employer, this Agreement), the Executive covenants and agrees that he will not, not directly or indirectly, for himself or for the benefit of another, solicit a Client for the purpose of providing banking services of any type that the Employer rendered to its clie...nts in the twelve months immediately preceding his termination of employment. The term "Client" as used in this Section 8 of the Agreement shall be defined as any individual or entity that paid or engaged Xenith the Employer for banking services in the twelve month period immediately preceding the date of Executive's termination of employment and with whom Executive had contact, involvement or communication, directly or indirectly, during such time. (b) Non-Solicitation of Employees. During the Executive's employment with the Employer and for a period of one year following the termination of the Executive's last day employment hereunder (but not the expiration of employment with the Employer, this Agreement), the Executive will shall not, on the Executive's own behalf or on behalf of any third party, recruit or hire any individual who was employed by the Employer at any point during the twelve month period immediately preceding his last day termination of employment and with whom the Executive had contact, involvement or communication, during such time period. time. (c) Non-Competition. During Executive's employment with the Employer and for a period of one year following the termination of the Executive's last day employment hereunder (but not the expiration of employment with the Employer, this Agreement), the Executive covenants and agrees that he will not, not either as principal, owner (of greater than 5% of the ownership interests), partner, director, officer, employee, agent, or consultant, compete with i) HoldCo by providing services to any 10 competing bank holding company that are substantially similar to those he provided to HoldCo during his employment; or ii) Xenith, by providing consultant provide services that are substantially similar to those he provided to Xenith to any financial institution while employed by the Employer and that offers compete with the banking products and services competitive to those offered by Xenith that the Employer provided at any time during the twelve month period immediately preceding Executive's last day termination of employment. The foregoing restrictions restriction shall only apply within a 150 mile 25-mile radius of the location of HoldCo's HRB's corporate headquarters (with respect to Section 8(c)(i) and any office or branch of this Agreement) HRB or ii) twenty-five (25) miles any of any office, branch or division of Xenith its subsidiaries in operation as of the date of his last day termination of employment (with respect to Section 8(c)(ii) of this Agreement). employment. View More
Restrictive Covenants. 9.1 In consideration of the Option and in addition to the restrictive covenants contained in any employment agreement with Valmont, you agree and covenant not to: a.disclose any of Valmont's Confidential Information except as expressly authorized in writing by Valmont or as may be required by applicable law or a valid court order. 9.2 In the event of a breach of any of the covenants contained in Section 9.1: a.you hereby consent and agree that Valmont shall be entitled to seek, in addition to ot...her available remedies, a temporary or permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. 9.3 Valmont and you agree that, to the extent permitted under applicable law, any court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Section 9 in lieu of severing such unenforceable provision from this agreement in its entirety, whether by rewriting the offending provision, adding additional language to the offending provision, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.View More
Restrictive Covenants. 9.1 In consideration of the Option your rights under this agreement and in addition to the restrictive covenants contained in any employment agreement with Valmont, you agree and covenant not to: a.disclose a. disclose any of Valmont's Confidential Information except as expressly authorized in writing by Valmont or as may be required by applicable law or a valid court order. "Confidential Information" means any information that relates to the Company's actual or anticipated business or research ...and development, customer information, product information, technical data, trade secrets or know-how, and all other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary. Confidential Information does not include any of the foregoing information that is or becomes publicly known through no wrongful act or omission by you or by others who were under confidentiality obligations as to the disclosed information; b. during the twelve (12) months following termination of your employment for any reason, directly or indirectly, solicit, contact (including but not limited to, email, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with customers or dealers or sales agents of Valmont, its affiliates or subsidiaries, with whom you had contact during your employment, for the purpose of obtaining business from such customers or dealers in competition with Valmont; or c. during the twelve (12) months following termination of your employment for any reason, directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the business(es) of Valmont, its affiliates or subsidiaries if you have been involved with such business(es) or had access to the proprietary information of such business(es). 9.2 In the event of a breach of any of the covenants contained in Section 9.1: a.you a. you hereby consent and agree that Valmont shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without 3 the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief; and b. any unvested portion of the Restricted Stock Unit Award shall be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this agreement or the Plan. 9.3 Valmont and you agree that, to the extent permitted under applicable law, any court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Section 9 in lieu of severing such unenforceable provision from this agreement in its entirety, whether by rewriting the offending provision, adding additional language to the offending provision, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. Valmont and you expressly agree that this agreement as so modified by the court shall be binding and enforceable. View More
Restrictive Covenants. 5.2Non-Interference with Business Relationships. 5.3Non-Competition. 5.4Reasonableness of Restriction. 5.5Non-Disclosure. 5.6Definition of Confidential Information. 5.8Prior Employment. 5.9Return of Data. 5.10Non-Disparagement. 5.11Injunctive Relief and Additional Remedies for Breach. 5.12Notification to Third Parties.
Restrictive Covenants. 5.2Non-Interference with Business Relationships. 5.3Non-Competition. 5.4Reasonableness of Restriction. 5.5Non-Disclosure. 5.6Definition of Confidential Information. 5.7Inventions, Discoveries, and Work for Hire. 5.8Prior Employment. 5.9Return of Data. 5.10Non-Disparagement. 5.11Injunctive Relief and Additional Remedies for Breach. 5.12Notification to Third Parties.
