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. The parties agree that the restrictive covenants set forth in Exhibit A hereto (the "Restrictive Covenants") are incorporated herein by reference and shall be deemed to be fully contained herein. Executive understands, acknowledges and agrees that the Restrictive Covenants apply during (a) his employment with the Employer or any Affiliate of the Company and (b) the specified periods following termination of his employment with the Employer and any other Affiliate of the Company which may have em...ployed him.View More
Restrictive Covenants. The parties agree that the restrictive covenants set forth in Exhibit A hereto (the "Restrictive Covenants") are incorporated herein by reference and shall be deemed to be fully contained herein. Executive understands, acknowledges and agrees that the Restrictive Covenants apply during (a) his Executive's employment with the Employer or any Affiliate of the Company and (b) the specified periods following termination of his employment with the Employer and any other Affiliate of the Company which... may have employed him. Termination Date. View More
Restrictive Covenants. 8.1Non-Solicitation of Employees. The Executive agrees and covenants that the Executive shall not, while an employee of the Company or during the two (2) year-period following the cessation of the Executive's employment for any reason, directly or indirectly, engage in or attempt or seek to engage in any of the following actions, activities, conduct, or courses of action (which shall not include general advertising of open positions or service opportunities): (a)soliciting, recruiting, or hiring... (i) any employee, advisor, independent contractor, or representative of the Company, or (ii) any individual or entity who, during the one (1) year period immediately preceding such solicitation, recruitment or hiring, performed work for the Company (including as an employee, advisor, independent contractor, or consultant), provided that these limitations shall only apply during the one (1) year-period following the cessation of the Executive's employment with respect to individuals or entities whom the Executive introduces to the Company or with whom the Executive has relationships as of the Effective Date; 4 (b)soliciting or encouraging any employee, advisor, independent contractor, or representative of the Company to discontinue or diminish their employment with, or discontinue or diminish their working relationship with, the Company; or (c)assisting a person or entity in any manner in doing, or attempting to do, any of the things prohibited by Sections 8.1(a) and 8.1(b) above. 8.2Non-Solicitation of Customers. The Executive understands and acknowledges that the Company's loss of a relationship and/or goodwill with current, former, or prospective customers will cause significant and irreparable harm. The Executive agrees and covenants that the Executive shall not, while an employee of the Company or during the two (2) year-period following the cessation of the Executive's employment for any reason, directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company's current, former, or prospective customers that the Executive is aware of for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company. Notwithstanding the foregoing, after the one-year anniversary of the cessation of the Executive's employment for any reason, this Section 8.2 shall not prohibit the Executive from soliciting or contacting any of Executive's business contacts that he had established prior to the Effective Date ("Executive's Existing Contacts") so long as such solicitation or contact would not cause, or would not reasonably be expected to cause, the Company to lose any business from Executive's Existing Contacts.View More
Restrictive Covenants. 8.1Non-Solicitation 9.1Non-Solicitation of Employees. The Executive Employee agrees and covenants that the Executive Employee shall not, while an employee of the Company or during the two (2) year-period following the cessation of the Executive's Employee's employment for any reason, directly or indirectly, engage in or attempt or seek to engage in any of the following actions, activities, conduct, or courses of action (which shall not include general advertising of open positions or service opp...ortunities): (a)soliciting, recruiting, or hiring (i) any employee, advisor, independent contractor, or representative of the Company, or (ii) any individual or entity who, during the one (1) year period immediately preceding such solicitation, recruitment or hiring, performed work for the Company (including as an employee, advisor, independent contractor, or consultant), provided that these limitations shall only apply during the one (1) year-period following the cessation of the Executive's Employee's employment with respect to individuals or entities whom the Executive Employee introduces to the Company or with whom the Executive Employee has relationships as of the Effective Date; 4 (b)soliciting or encouraging any employee, advisor, independent contractor, or representative of the Company to discontinue or diminish their employment with, or discontinue or diminish their working relationship with, the Company; or (c)assisting 0 (c) assisting a person or entity in any manner in doing, or attempting to do, any of the things prohibited by Sections 8.1(a) 9.1(a) and 8.1(b) 9.1(b) above. 8.2Non-Solicitation 9.2Non-Solicitation of Customers. The Executive Employee understands and acknowledges that the Company's loss of a relationship and/or goodwill with current, former, or prospective customers will cause significant and irreparable harm. The Executive Employee agrees and covenants that the Executive Employee shall not, while an employee of the Company or during the two (2) year-period year- period following the cessation of the Executive's Employee's employment for any reason, directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company's current, former, or prospective customers that the Executive Employee is aware of for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company. Notwithstanding the foregoing, after the one-year anniversary of the cessation of the Executive's Employee's employment for any reason, this Section 8.2 9.2 shall not prohibit the Executive Employee from soliciting or contacting any of Executive's Employee's business contacts that he had established prior to the Effective Date ("Executive's ("Employee's Existing Contacts") so long as such solicitation or contact would not cause, or would not reasonably be expected to cause, the Company to lose any business from Executive's Employee's Existing Contacts. View More
Restrictive Covenants. Executive hereby ratifies and affirms the Confidentiality, Non-Compete and Non-Solicitation Agreement (attached hereto as Appendix A) ("Covenant Agreement") and agrees to comply with the Covenant Agreement. The restrictions provided for in the Covenant Agreement shall survive the termination of this Agreement and the termination of Executive's employment with the Company.
Restrictive Covenants. Executive hereby ratifies and affirms the Confidentiality, Non-Compete and Non-Solicitation Agreement (attached hereto as Appendix A) ("Covenant Agreement") and agrees to comply with the Covenant Agreement. The restrictions provided for in the Covenant Agreement shall survive the termination of this Agreement and the termination of Executive's employment with the Company. 6 9. Acceptance by Executive. Executive accepts all of the terms and provisions of this Agreement and agrees to perform all o...f the covenants on his part to be performed hereunder. The Company accepts all of the terms and provisions of this Agreement and agrees to perform all of the covenants on its part to be performed hereunder. View More
Restrictive Covenants. (a) The Executive agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement dated February 8, 2017 between the Company and the Executive, which is attached as Exhibit C and is hereby incorporated into this Agreement by this reference (the "Restrictive Covenants Agreement"), the attached Exhibit A (which is hereby incorporated into this Section 14 by this reference), and all other written agreements between the Company and the Executive contai...ning non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants. Without limiting the foregoing, all references in this Agreement to Section 14 shall include the provisions of Exhibit A and Exhibit C. (b) Notwithstanding anything in this Agreement to the contrary, if the Executive breaches any of the Executive's obligations under this Section 14, the Company shall be obligated to provide only the Accrued Obligations, and all other payments under this Agreement shall cease. In such event, the Company may require that the Executive repay all amounts theretofore paid to him pursuant to Section 6 hereof (other than the Accrued Obligations), and in such case, the Executive shall promptly repay such amounts on the terms determined by the Company. 8 Execution Copy 15. Legal Action. The Executive irrevocably and unconditionally (1) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in general jurisdiction in Philadelphia County, Pennsylvania, (2) consents to the exclusive jurisdiction of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.View More
Restrictive Covenants. (a) The Executive agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement dated February 8, 2017 between the Company and the Executive, which is attached hereto as Exhibit C and is hereby incorporated into this Agreement by this reference E (the "Restrictive Covenants Agreement"), which the Executive agrees to sign as a condition of this Agreement, the attached Exhibit A (which is hereby incorporated into this Section 14 by this reference),... and all other written agreements between the Company and the Executive containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants. Without limiting the foregoing, all references in this Agreement to Section 14 shall include the provisions of Exhibit A and Exhibit C. A. (b) Notwithstanding anything in this Agreement to the contrary, if the Executive breaches any of the Executive's obligations under this Section 14, the Company shall be obligated to provide only the Accrued Obligations, and all other payments under this Agreement shall cease. In such event, the Company may require that the Executive repay all amounts theretofore paid to him pursuant to Section 6 hereof (other than the Accrued Obligations), and in such case, the Executive shall promptly repay such amounts on the terms determined by the Company. 8 Execution Copy 15. Legal Action. The Executive irrevocably and unconditionally (1) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in general jurisdiction in Philadelphia County, Pennsylvania, (2) consents to the exclusive jurisdiction of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.View More
Restrictive Covenants. 5.2 Non-Interference with Business Relationships. 5.3 Non-Competition. 5.4 Reasonableness of Restriction. 5.5 Non-Disclosure. 5.7 Inventions, Discoveries, and Work for Hire. 5.8 Covenants Are Independent Elements. 5.9 Prior Employment. 5.10 Return of Data. 5.12 Injunctive Relief and Additional Remedies for Breach. 5.14 Cooperation.
Restrictive Covenants. 5.2 Non-Interference with Business Relationships. 5.3 Non-Competition. 5.4 Reasonableness of Restriction. 5.5 Non-Disclosure. 5.7 Inventions, Discoveries, and Work for Hire. 5.8 Covenants Are Independent Elements. 5.9 Prior Employment. 5.10 Return of Data. 5.11 Non-Disparagement. 5.12 Injunctive Relief and Additional Remedies for Breach. 5.14 Cooperation.
Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Partnership and its affiliates and accordingly agrees, in Executive's capacity as an equity holder in the Partnership, to comply with the provisions of the Confidentiality, Non-Solicitation and Proprietary Information Agreement by and between Executive and Evercore Partners Services East, LLC (the "Restrictive Covenant Agreement"). Executive acknowledges and agrees that Evercore's remedies at law for a b...reach of any of the 2 provisions of the Restrictive Covenant Agreement would be inadequate and Evercore would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law or equity, the Class L Interest shall be immediately cancelled without any additional consideration on the date of any such breach, and Executive shall not be entitled to any distribution contemplated by Section 3.View More
Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Partnership and its affiliates and accordingly agrees, 4 in Executive's capacity as an investor and equity holder in the Partnership, to comply with the provisions of the Confidentiality, Non-Solicitation and Proprietary Information Agreement by and between Executive and Evercore Partners Services East, LLC the General Partner, dated November 15, 2016 (the "Restrictive Covenant Agreement"). Executive ack...nowledges and agrees that Evercore's the Partnership's remedies at law for a breach of any of the 2 provisions of the Restrictive Covenant Agreement would be inadequate and Evercore the Partnership would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law or equity, the Class L Interest I-P Units that as of the date of such violation are not Vested Units shall be immediately cancelled forfeited without any additional consideration on the date of any such breach, and Executive shall not be entitled to any distribution contemplated by Section 3. breach. View More
Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the Company's business. Accordingly, Executive agrees as follows: 5 A. That for a period of twenty-four (24) months following the termination of his employment with the Company for any reason, whether on his own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business, organization, entity or enterprise whatsoever ("Person"), Executive shall not dir...ectly or indirectly: (i) operate a Competitive Business; (ii) enter into the employ of, or render any services to, any Person in respect of any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, that in no event shall ownership of less than 2% of the outstanding capital stock of any corporation, in and of itself, be deemed a violation of this Release if such capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market; or (iv) interfere with, or attempt to interfere with, any business relationships between Albany or any of its subsidiaries or affiliates and their customers, clients, suppliers or investors; and B. That for a period of twenty-four (24) months following the termination of his employment with the Company for any reason, whether on the Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business, organization, entity or enterprise whatsoever, Executive shall not directly or indirectly: (i) solicit or encourage any employee of the Company or any of its subsidiaries or affiliates to leave the employment of the Company or any of its subsidiaries or affiliates; or (ii) hire any such employee who was employed by the Company or any of its subsidiaries or affiliates as of the date of such termination or, if later, within the six-months before the date the person was hired by Executive. Executive understands that the Company will have the right to seek injunctive relief in the event that Executive violates this paragraph 10 because the harm caused by such violation will be irreparable and difficult to calculate in terms of monetary damages. For the purposes of this paragraph 10, a Competitive Business is any person or entity that manufactures or sells (a) papermachine clothing or belts used in the manufacture or paper, nonwovens or fiber cement, or (b) advanced composite materials, structures or components for use in defense, aerospace or automotive applications.View More
Restrictive Covenants. Executive Employee acknowledges and recognizes the highly competitive nature of the Company's Albany's business. Accordingly, Executive Employee agrees as follows: 5 A. That for a period of twenty-four (24) months following During the termination of his employment with the Company for any reason, Severance Period, whether on his own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business, organization, entity or enter...prise whatsoever ("Person"), Executive Employee shall not directly or indirectly: (i) operate a Competitive Business; (ii) enter into the employ of, or render any services to, any Person in respect of any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, that in no event shall ownership of less than 2% of the outstanding capital stock of any corporation, in and of itself, be deemed a violation of this Release covenant if such capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market; or (iv) interfere with, or attempt to interfere with, any business relationships between Albany the Company or any of its subsidiaries or affiliates and their customers, clients, suppliers or investors; and B. That for a period of twenty-four (24) months following During the termination of his employment with the Company for any reason, Severance Period, whether on the Executive's Employee's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business, organization, entity or enterprise whatsoever, Executive Person, Employee shall not directly or indirectly: (i) solicit or encourage any employee of the Company or any of its subsidiaries or affiliates to leave the employment of the Company or any of its subsidiaries or affiliates; or (ii) hire any such employee who was employed by the Company or any of its subsidiaries or affiliates as of the date of such termination Termination Date or, if later, within the six-months before the date the person was hired by Executive. Executive Employee. Employee understands that the Company will have the right to seek injunctive relief in the event that Executive Employee violates this paragraph 10 14 because the harm caused by such violation will be irreparable and difficult to calculate in terms of monetary damages. For the purposes of this paragraph 10, 14, a Competitive Business is any person or entity that manufactures or sells (a) papermachine clothing or belts used in the manufacture or paper, nonwovens or fiber cement, or (b) advanced composite materials, structures or components for use in defense, aerospace or automotive applications. It is expressly understood and agreed that although the parties consider the restrictions in this Paragraph 14 to be reasonable, if a final determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this paragraph is an unenforceable restriction against the Employee, the provisions of this paragraph shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may determine to be enforceable. View More
Restrictive Covenants. In further consideration of the Company's agreement to pay the Separation Payment pursuant to the terms of this Release, Employee agrees that Employee will not, without the prior written consent of the Company: (a) For a period of one year following the Separation Date, solicit, recruit, employ or retain, or induce or cause any other person or entity to solicit, recruit, employ or retain, any person who is employed or retained by the Company or any of its subsidiaries or affiliates, or who was e...mployed or retained by the Company or any of its subsidiaries or affiliates with whom you worked in the course of your employment at any time within one year prior to the Separation Date. 4 (b) During the Separation Period, or for a period of six (6) months following the Separation Date, whichever is longer, become employed or retained, by any of the following entities or any of their parents, subsidiaries or affiliates: Books-A-Million, Amazon.com and Apple Inc. 11. No Future Employment. Employee hereby waives any right to, and agrees not to seek reinstatement or employment of any kind with the Company, its parents, subsidiaries, or any entity that controls or is under common control with any of the foregoing entities. "Control", for this purpose means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. The existence of this Release shall be a valid, non-discriminatory basis for any Releasee to reject any such application or, in the event Employee obtains such employment or other relationship with any Releasee, for that Releasee to terminate such employment or other relationship.View More
Restrictive Covenants. In further consideration of the Company's agreement to pay the Separation Payment pursuant to the terms of this Release, Employee agrees that that. during the Separation Period, Employee will not, without the prior written consent of the Company: (a) For a period of one year following the Separation Date, solicit, Solicit, recruit, employ or retain, or induce or cause any other person or entity to solicit, recruit, employ or retain, any person who is employed or retained by the Company or any of... its subsidiaries or affiliates, or who was employed or retained by the Company or any of its subsidiaries or affiliates with whom you worked in the course of your employment at any time within one year prior to the Separation Date. 4 (b) During the Separation Period, or for a period of six (6) months following the Separation Date, whichever is longer, become Become employed or retained, retained by any of the following entities or any of their parents, subsidiaries or affiliates: Books-A-Million, Amazon.com Books-A-Million and Apple Inc. 11. No Future Employment. Employee hereby waives any right to, and agrees not to seek reinstatement or employment of any kind with the Company, its parents, subsidiaries, or any entity that controls or is under common control with any of the foregoing entities. "Control", for this purpose means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. The existence of this Release shall be a valid, non-discriminatory basis for any Releasee to reject any such application or, in the event Employee obtains such employment or other relationship with any Releasee, for that Releasee to terminate such employment or other relationship. Amazon.com. View More
Restrictive Covenants. The Grantee acknowledges and agrees that as part of the consideration for this grant of Restricted Stock, in addition to the covenants to which the Grantee is bound under the Employee Confidential Information and Invention Assignment Agreement, during the Grantee's employment with the Company and its Subsidiaries and for the period of 12 months after the Grantee's termination of employment with the Company and its Subsidiaries for any reason, the Grantee shall not, directly or indirectly, in any... territory or market in which the Company and its Subsidiaries does business, or to the Grantee's knowledge has plans to do business, render any services for any organization, or engage in any business, that competes with the business of the Company and its Subsidiaries. The Grantee further acknowledges and agrees that the restrictions in this Section 19 are reasonable and appropriate means of protecting the Company's and its Subsidiaries' proper interests, which will not unreasonably interfere with the Grantee's ability to make a living. The Grantee acknowledges and agrees that any violation of this Section 19 by the Grantee may cause the Company and its Subsidiaries irreparable harm, and therefore the Grantee agrees that the Company will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, and in addition to, and without prejudice to, any other rights or remedies that the Company may have for a breach of this Section 19.View More
Restrictive Covenants. The Grantee acknowledges and agrees that as part of the consideration for this grant of Restricted Stock, in addition to and all other written restrictive covenants and agreements with the covenants to which the Grantee is bound under the Employee Confidential Information Company and Invention Assignment Agreement, its Subsidiaries, during the Grantee's employment with the Company and its Subsidiaries and for the period of 12 months after the Grantee's termination of employment with the Company ...and its Subsidiaries for any reason, the Grantee shall not, directly or indirectly, in any territory or market in which the Company and its Subsidiaries does business, or to the Grantee's knowledge has plans to do business, render any services for any organization, or engage in any business, that competes with the business of the Company and its Subsidiaries. The Grantee further acknowledges and agrees that the restrictions in this Section 19 18 are reasonable and appropriate means of protecting the Company's and its Subsidiaries' proper interests, which will not unreasonably interfere with the Grantee's ability to make a living. The Grantee acknowledges and agrees that any violation of this Section 19 18 by the Grantee may cause the Company and its Subsidiaries irreparable harm, and therefore the Grantee agrees that the Company will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, and in addition to, and without prejudice to, any other rights or remedies that the Company may have for a breach of this Section 19. 18. View More
