Restrictive Covenants Contract Clauses (3,342)

Restrictive Covenants. (a) Non-Compete: EMPLOYEE agrees that during the term of employment and for a period of twelve (12) months following the Separation Date, EMPLOYEE shall not, directly or indirectly, (i) engage in any capacity with any business that is competitive or potentially competitive with EMPLOYER or any subsidiary of EMPLOYER; or (ii) provide any services to existing or potential customer of EMPLOYER or any customer of any subsidiary of EMPLOYER that EMPLOYEE supported or engaged with through his employme...nt at EMPLOYER. EMPLOYEE agrees and acknowledges that the prohibition precludes acts undertaken individually by the EMPLOYEE, or by EMPLOYEE in his capacity as an officer, director, shareholder, employee of, partner of, or as an affiliate in any manner with another entity. (b) Non-Solicitation: In connection with, and in order to enhance Confidential Information of EMPLOYER or any subsidiary of EMPLOYER and protect their customer relationships, EMPLOYEE agrees that during the term of employment and for a period of twelve (12) months following the Separation Date, EMPLOYEE shall not, directly or indirectly, hire, employ, refer to employment, solicit for employment, participate in any way in the recruitment of, or form other business association with, any (i) employee of EMPLOYER or any employee of any subsidiary of EMPLOYER or any person who has been an employee of EMPLOYER or any employee of any subsidiary of EMPLOYER in the previous twelve (12) months; or (ii) vendor, supplier, reseller, or independent contractor providing goods or services to EMPLOYER or any employee of any subsidiary of EMPLOYER or any of its affiliates, with whom EMPLOYEE has had contact with during the twelve (12) months preceding the Separation Date. View More

Restrictive Covenants. The undersigned hereby acknowledges and agrees that he or she shall continue to be bound by the Virtu Employee Holdco LLC Agreement as a Member thereof, including, for the avoidance of doubt, the restrictive covenants set forth in Section 9.04 thereof, in accordance with the terms and conditions thereof.

Restrictive Covenants. (a) Confidentiality. The Consultant agrees that he will not during the Term or thereafter divulge to anyone (other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, business strategies, marketing, sales and distribution plans (collectively, "Confidential Information"). The Consultant further agrees that he will n...ot disclose, publish or make use of any such Confidential Information (other than in the performance of the Consultant's duties hereunder) without the prior written consent of the Company. Consultant shall use the Confidential Information solely for the performance of Services under this Agreement and for no other purpose. Consultant shall not use any Confidential Information to circumvent Company or its affiliates of their clients or use the Confidential Information for its own benefit. Consultant shall not reverse engineer, reverse compile or otherwise attempt to derive the composition or underlying information, structure or ideas of any Confidential Information This provision does not apply to information which becomes available publicly without the fault of the Consultant. (b) Competitive Business Restrictions. During the Term, the Consultant shall not engage directly or indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business or other endeavor which would or might interfere with any of Consultant's duties or obligations hereunder or which is competitive with or similar to the Company's business, anywhere in world. Notwithstanding the foregoing, the Consultant shall have the right to continue to serve in its current role as employee of Forenap Pharma, a Clinical Research Organization located in Rouffach, France, as long as such service does not materially interfere with Consultant's duties hereunder. 2 (c) Non-Disparagement. The Consultant agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing, at any time. View More

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. 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. 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. 5.2NON-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. In consideration of the grant of the RSUs, Participant agrees that Participant will comply with noncompetition, nonsolicitation and confidentiality restrictions set forth in any restrictive covenant agreement, employment agreement or similar agreement between Participant and the Company or any of its Affiliates as in effect on the Date of Grant, or any such agreement that the Company or any of its Affiliates requires Participant to enter into as a condition to receipt of the RSUs. In the event t...hat Participant violates any of the restrictive covenants set forth in any such agreement, the RSUs shall be automatically forfeited effective as of the date on which such restrictive covenant violation first occurs, and, in the event that Participant has previously vested in all or any portion of the RSUs during the one year period immediately preceding the date on which such violation first occurs, Participant shall forfeit any compensation, gain or other value realized on the settlement of such RSUs, or the subsequent sale of Shares acquired upon settlement of the such RSUs (if any), and must promptly repay such amounts to the Company. 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 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 Participant's breach of such restrictive covenants. View More

Restrictive Covenants. The Executive acknowledges his continuing obligations, pursuant to Section 9(a), (b) and (d) of the Employment Agreement and under the Employee Invention Assignment and Confidentiality Agreement to which he is a party.

Restrictive Covenants. You will, as a condition to this offer, be required to execute the Company's standard Proprietary Information and Inventions Agreement attached hereto as Exhibit B (the "Employee Covenants Agreement"). For purposes of Section 409A, 3 your right to receive any installment payments pursuant to this Letter Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Letter Agreement specifies a payment period with reference to a number o...f days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. If you are deemed on the date of termination to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service," and (ii) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. This Letter Agreement constitutes the entire agreement and understanding of the parties with respect to your employment and the subject matter herein and supersedes all prior agreements, arrangements and understandings, whether written or oral, between the parties. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. You acknowledge and agree that you are not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Letter Agreement. This Letter Agreement may not be altered or modified other than in a writing signed by you and an authorized representative of the Company. This Letter Agreement is to be interpreted and governed by the laws of Washington. This Letter Agreement may be signed in counterparts, each of which, along with any facsimile or scanned email versions, will be deemed an original. Please indicate your acceptance of the terms of this Letter Agreement by signing below within three days and returning a fully executed copy to me. 4 Sincerely,/s/ Michael TrzupekName: Michael TrzupekTitle: Chief Financial OfficerAgreed and Accepted:Date: 4/10/2021/s/ Denise B SterlingName: Denise Brucia SterlingDate: 4/9/2021 5 EXHIBIT A Employee Covenants Agreement See attached.6 View More