Competition provisions Sample Clauses

Competition provisions are contractual terms designed to prevent parties from engaging in activities that would unfairly compete with each other, typically during or after the term of the agreement. These provisions may restrict a party from starting a similar business, soliciting clients, or using confidential information to gain a competitive advantage. By setting clear boundaries on competitive behavior, competition provisions protect the legitimate business interests of the parties and help maintain fair market practices.
Competition provisions. Provisions in employment contracts that forbid employees to enter into an employment contract with the competitors of the employer are non-binding if such an engagement is wider in scope than would be necessary in order to prevent competition or to limit in an unfair manner the employee’s freedom to employment. To determine whether this is the case, each case must be evaluated on a case-by-case basis, taking into consideration all circumstances. Competition provisions, may not be worded too generally. When assessing how far reaching competition provisions in the employment contract may be, particular as regards their scope of application and the time limits involved, the following factors must be considered: a. The type of work performed by the employee involved, e.g. is the employee a key employee, in direct contact with the customer or is there significant confidentiality attached to the job? In addition, what knowledge or information the employee might possess with regard to the activities of the company or its customers. b. How quickly the employee’s knowledge becomes outdated and whether a normal balance is kept among the employees. c. The type of operations involved and the identity of the competitors in the market where the company operates and which the employee’s know-how covers. d. That an employee’s freedom of employment is not restricted in an unfair manner. e. That the non-competition clause is clearly defined and concise with regard to the purpose of protecting certain competition interests. f. The remuneration of the employee will also have an effect, i.e. for instance, what his wages are. The competition provisions of employment contracts do not apply if the employee is dismissed from his position without sufficient cause.
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Competition provisions. Provisions in employment contracts that forbid employees to enter into an employment contract with the competitors of the employer are non-binding if such an engagement is wider in scope than would be necessary in order to prevent competition or to limit in an unfair manner the employee’s freedom to
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Competition provisions. In order to induce the Company to agree to the terms of this Stock Option Grant, as modified by this Addendum, Optionee agrees that Optionee shall not, except upon a waiver by the Committee in writing of these requirements, at any time after Optionee's Disability or Retirement engage directly or indirectly, as a proprietor, equity holder, investor (except as a passive investor holding not more than ten percent (10%) of the outstanding capital stock of a publicly held company), lender, partner, director, officer, employee, consultant or representative or in any other capacity in the "Home Building Business". As used herein, the term "
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Competition provisions. Provisions in employment contracts that prohibit workers from engaging to work with a competitor of the employer shall be non-binding if they are more extensive than is necessary to defend the employer against competition or if they unfairly restrict the worker’s freedom as regards employment. Whether this is the case must be assessed in each individual instance, taking all circumstances into account. Competition provisions may not be worded too generally. When assessing how wide-ranging the competition provisions of an employment contract may be, and particularly as regards their scope of application and the time-limits involved, the following must be taken into account: a. The type of work done by the worker involved, i.e. whether he is a key worker, is in direct contact with customers or bears substantial obligations regarding confidentiality. Consideration shall also be given to the type of knowledge or information the worker may have regarding the company’s operations or its customers. b. How quickly the worker’s knowledge or skills will become outdated, and whether members of staff are being treated in a natural way from the point of view of equality. c. The type of operations involved, and the identity of the competitors on the market on which the company operates and to which the worker’s knowledge relates. d. That the worker’s freedom of employment may not be restricted unfairly. e. That the competition provision must be delineated and precisely focussed so as to protect specific competitive interests. f. Another factor that will be of influence is the consideration received by the worker, e. g. what his wage is. The competition provisions of employment contracts shall not apply if the worker is dismissed from his job without having himself given sufficient justification for this.
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Competition provisions. The following provisions replace Section 16 of the Award Agreement:
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Related to Competition provisions

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Non Competition and Confidentiality (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Confidentiality and Noncompetition (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company's substantial detriment. Moreover, the parties recognize that Executive during the course of his employment with the Company may develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and good will. (b) Executive agrees that he shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement, any Confidential Information; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Executive's obligations under this Section 4(b) shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Chairman of the Board. (c) Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement. (d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that he shall not enter into or engage in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the area of North America, either as an individual, partner or joint venturer, or as an employee, agent or salesman, or as an officer, director, or shareholder of a corporation for a period of two (2) years from the date of his termination of employment. (e) Executive acknowledges that if he breaches or threatens to breach this Section 4, his actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies of the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 4(d). 5.