COMPETITION, ETC Clause Samples

The 'COMPETITION, ETC' clause is designed to restrict parties from engaging in activities that would compete with or undermine the interests of the other party, typically during and sometimes after the term of an agreement. This clause may prohibit actions such as soliciting clients, starting a competing business, or disclosing sensitive information to competitors. Its core practical function is to protect the business interests and confidential information of the parties involved, thereby reducing the risk of unfair competition and safeguarding proprietary assets.
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COMPETITION, ETC. (a) During the Employment Term and during the two-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respe...
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COMPETITION, ETC. During Executive's employment by the Company and during the two (2) year period commencing on the date of Executive's termination of employment: (a) Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries in any way that will or may materially injure an interest of the Company or any of its subsidiaries in its relationship and dealings with Existing or Potential clients, or solicit or encourage any other executive of the Company or any of its subsidiaries to do any act that is disloyal to the Company or any of its subsidiaries or inconsistent with the interests of the Company or any of its subsidiaries interests or in violation of any provision of this Agreement; (b) Executive will not discuss with any Existing or Potential client of the Company or any of its subsidiaries the present or future availability of services or products by a business, if Executive has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, are competitive with services or products which the Company or any Subsidiary provides and where the acquisition of such proprietary interest or Executive's becoming an employee, officer or director of such business will or may materially injure an interest of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary to make use of the services or purchase the products of any competitive business in which the Executive has or expects to acquire a proprietary interest or in which Executive is or expects to be made an employee, officer or director, if such services or products in any way relate to or arise out of the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary to any existing or potential client; (d) Executive will not directly or indirectly employ, solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ or solicit for employment, any employee of the Company or of its subsidiaries. For purposes of this Section 14, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more...
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COMPETITION, ETC. (A) Except to the extent permitted in the following sentence, neither Distributor nor any of its subsidiaries or Affiliates shall, beginning on the Launch Date and during the Term directly or indirectly (i) sell or distribute to Customers within the Territory dental laser systems or accessories or consumables therefor of any entity other than the Company; provided, however, the parties acknowledge that prior to the Launch Date Distributor sold or distributed laser products of other manufacturers and after the Launch Date Distributor may continue to provide service and support (but not sales or distribution) in respect of any such laser products sold by Distributor prior to the Effective Date; or (ii) sell any services which are competitive with the Company Services with respect to the Products except to the extent otherwise expressly permitted herein. (B) Notwithstanding the foregoing part A, the parties acknowledge and agree that Distributor shall be permitted to sell and distribute during the Term (X) **** (and accessories and consumables therefor) of entities other than the Company, and (Y) any dental laser system specifically intended for use in soft-tissue dental procedures if Distributor does not have exclusive distribution rights for the **** Product or any successor Product to the **** Product. **** are defined as ****; and in which ****. Distributor acknowledges that any breach or threatened breach of any provision of this Section 6.1 will cause the Company irreparable injury and damage and that, in addition to any other rights or remedies available to the Company at law or in equity, the Company may proceed against Distributor for temporary, preliminary and/or permanent injunctive relief through appropriate proceedings. Any failure to meet the requirements in part B of this Section 6.1 shall only affect Distributor’s rights with respect to the **** Product or any successor Product to the **** Product.
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COMPETITION, ETC. If the Partner chooses to cooperate with another online order platform supplier, the Partner warrants that it will still perform its respective undertakings in accordance with this Agreement. foodora reserves the right to terminate the Agreement with immediate effect if the Partner directly or indirectly through third parties conducts unfair or improper marketing in order to persuade customers to use other ordering forms that as provided for by foodora or breaches the confidentiality obligation as stated in clause 7 (Confidentiality).
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COMPETITION, ETC. (a) Until the termination of the Executive's employment hereunder and during the two-year period following the termination of the Executive's employment hereunder for any reason whatsoever, the Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential suppliers or customers, or solicit or encourage any other employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates, inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement. (b) Until the termination of the Executive's employment hereunder and during the two-year period following the termination of the Executive's employment hereunder for any reason whatsoever, the Executive will not directly or indirectly (as an Executive, officer, director, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or acquire any proprietary interest in, perform any services for, lend his name to, participate in or be connected with any entity that owns or operates any "Southwestern style" restaurants that feature Tex-Mex items (excluding restaurants that predominantly serve steak or that derive less than 10% of their revenues from Tex-Mex or Mexican items) and are located or intended to be located anywhere within a radius of ten (10) miles of any Tumbleweed restaurant open or proposed to be opened at such time. (c) Until the termination of the Executive's employment hereunder, the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its Affiliates. During the two year period following the termination of the Executive's employment hereunder, the Executive will not directly or indirectly solicit for employment, or advise or recommend to any person that they employ or solicit for employment, any person who was an employee of the Company as of, or within (90) days prior to, the date of such termination.
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COMPETITION, ETC. During the term of this Agreement and (a) during the two (2) year period following the termination of this Agreement pursuant to Section 7.A, 7.B or 7.C hereof and (b) during the six month period following the termination of this Agreement pursuant to Section 7.D or 7.E hereof: A. The Consultant will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company in any way that will or may injure an interest of the Company in its relationship and dealings with existing or potential suppliers, customers or clients, or solicit or encourage any other employee of the Company to do any act that is disloyal to the Company or inconsistent with the interest of the Company or in violation of any provision of this Agreement; B. The Consultant will not make any statement or do any act intended to cause any existing or potential customers or clients of the Company to make use of the services or purchase the products of any existing or future business in which the Consultant has or expects to acquire a proprietary interest or in which the Consultant is or expects to be made an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise, if such services or products in any way compete with the services or products sold or provided or expected to be sold or provided by the Company to any existing or potential customer or client; C. The Consultant will not directly or indirectly (as an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or acquire any proprietary interest in, perform any services for, lend his name to, participate in or be connected with any business involved in the research, development, commercialization, manufacture, assembly, sale, licensing, sublicensing, distribution, supplying or marketing of any service or product which in any way compete with the services or products sold or provided or expected to be sold or provided to any existing or potential customer or client, as such services or products currently exist or are developed in the future, including, without limitation, desktop video conferencing and video services products, from any location in the United States of America or elsewhere where the Company conducts business during the term of this Agreement; provided, however, the Consultant may continue to serve as a director of or consultant to MultiLink Inc. so long as su...
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COMPETITION, ETC. While a Member of the Company: (a) Each Member will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential suppliers or customers, or solicit or encourage any employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates, inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement; (b) Each Member will not make any statement or perform any act intended to cause any existing or potential customers or clients of the Company or any of its Affiliates to make use of the services or purchase the products of any existing or future business in which the Member has or expects to acquire a proprietary interest or in which the Member is or expects to be made an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise, if such services or products in any way compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its Affiliates to any existing or potential customer or client; (c) Each Member will not directly or indirectly (as an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or acquire any proprietary interest in, perform any services for, lend his name to, participate in or be connected with any steakhouse restaurant located within 30 miles of a Texas Roadhouse restaurant. (d) Each Member will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its Affiliates; and In connection with the foregoing provisions of this Section 18.2, each Member represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. Each Member further agrees that the limitations set forth in this Section 18.2 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. For purposes of this Section 18.2, proprietary interest in a bu...
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COMPETITION, ETC. (a) During the period beginning on the date hereof and ending on the fifth anniversary of the date hereof, none of the Seller Entities or any of their Affiliates (as defined in the Purchase Agreement) shall directly or indirectly (as a consultant, independent contractor, advisor, assistant or otherwise) engage in a business or activity, or own any interest in any business, (x) that provides to hospitals, emergency medical transport agencies or other similar organizations located in North America that primarily provide healthcare services to patients (collectively, “Healthcare Providers”) any of the services currently provided by either the EMS Business or the Business Office Business or (y) any other complementary services currently provided by the Businesses that involve the management of healthcare accounts receivable for such providers (the services referred to in clause (x) and (y) being collectively called the “Competing Services”); provided, however, that the provisions of this Section 1 shall not be deemed to prohibit the Seller Entities or any of their Affiliates from: (i) acquiring and owning any interest in any business that derives less than 10% of its annual revenue from the provision of Competing Services (and the provisions of this Section 1 shall not apply to such acquired business but shall continue with respect to the Seller Entities and their Affiliates immediately prior to such acquisition); (ii) being acquired by a company or other business organization that provides Competing Services or is otherwise in competition with Purchaser or Accordis (and the provisions of this Section 1 shall not apply to such acquiring entity and its Affiliates, other than the Seller Entities and Seller’s Affiliates immediately prior to such acquisition); (iii) owning not more than 5% of the outstanding shares of any class of capital stock of any publicly held company that engages in the Competing Services; or (iv) owning not more than 5% of the outstanding voting equity securities of any business that engages in the Competing Services. (b) During the period beginning on the date hereof and ending on the fifth anniversary of the date hereof, none of the Seller Entities or any of their Affiliates shall directly or indirectly (as a consultant, independent contractor, advisor, assistant or otherwise) (i) divert, take away or otherwise alter, or attempt to divert, take away or otherwise alter, the business arrangements between the Businesses and any of their cust...
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COMPETITION, ETC. While a Partner of the Partnership:
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Related to COMPETITION, ETC

  • Non-Competition The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • NON-COMPETITION AND NON-DISCLOSURE (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company and its Subsidiaries. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its Subsidiaries or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

  • Confidentiality; Non-Competition (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a "trade or business secret, process, method or means, or any other confidential information" shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive's obligation under this Section 4.3 (a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him. (b) If Executive's employment is terminated for any reason other than for Cause, Executive shall not for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, (i) perform any services for a competitor which has material operations which directly compete with the Company in the sale of any products sold by the Company at the time of the termination of Executive's employment; (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding anything herein to the contrary, this Section 4.3(b) shall not prevent Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows: