Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company. (c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 3 contracts
Sources: Employment Agreement (Appgate, Inc.), Employment Agreement (Appgate, Inc.), Employment Agreement (Appgate, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) The Executive shall not, at any time during the Restriction Period (as defined below)Term and for twenty four months after the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company anywhere in the world. Notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for the Executive to join a division or business line of a commercial enterprise, other than any Specified Entity, with multiple divisions or business lines if such division or business line is engagednot competitive with the businesses of the Company and its subsidiaries, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the Business of the Company anywhere in the world. Nothing herein shall prohibit the Executive from being a passive owner of not more than 54.9% of the outstanding equity interest in any entity that entity, other than any Specified Entity, which is publicly traded, so long as the Executive has no active participation in the business of such entity.
(b) The Executive shall not, at any time during the Restriction PeriodTerm and for eighteen months after the Date of Termination, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition arrangement with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (ivii) induce any distributor, representative or agent of the Company to terminate or modify otherwise change its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Company, Inc. its subsidiaries, and its direct ▇▇▇▇▇▇▇ Transmission Holdings, Inc., the parent of the Company, and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean include the business manufacturing, development and sale of transmissions and the Company as such business exists as sale of replacement parts, “will-fit” parts, support equipment and remanufactured transmissions for use in the date hereof and vehicle aftermarket, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Allison Transmission Holdings Inc), Employment Agreement (Allison Transmission Holdings Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)period beginning on the Effective Date and ending on the date 12-months following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Periodperiod beginning on the Effective Date and ending on the date 18-months following the Date of Termination, directly or indirectly, indirectly (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect parents and subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the manufacturing and sale of the date hereof automotive paints and related products, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Axalta Coating Systems Ltd.), Employment Agreement (Axalta Coating Systems Ltd.)
Competition. Executive acknowledges that the Company will provide Executive has been provided with access to its Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information). Ancillary to In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Information to Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment in or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) in any geographic region in which of the Company is engagedCompany. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestriction Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Parent, Inc. the Company and its the Company’s direct and indirect subsidiaries and controlled affiliates; subsidiaries, (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the date hereof and world as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a)provided, mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Terminationhowever, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.that
Appears in 2 contracts
Sources: Employment Agreement (Nbty Inc), Employment Agreement (Nbty Inc)
Competition. Executive acknowledges that Executive has been provided During the term of the Executive’s employment with Confidential Information (as defined below) andthe Company, and for the period during which he receives compensation from the TermCompany under Section 4.1.1 after the termination of his employment with the Company, the Company from time Executive will not, directly or indirectly, engage, participate or invest in or be employed by any business anywhere in the world which:
7.3.1 develops or manufactures products that are competitive with or similar to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and products developed or manufactured by the Company’s provision of Confidential Information; or
7.3.2 distributes, and Executive’s agreements regarding markets or otherwise sells products manufactured by others which are competitive with or similar to products distributed, marketed or sold by the use of sameCompany; or provides services which are competitive with or similar to services provided by the Company, including, in order to protect the value of each case, any Confidential Information, products or services the Company and Executive agree to has under development or which are the following provisions against unfair competition, which Executive acknowledges represent a fair balance subject of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, active planning at any time during the Restriction Period (as defined below)term of the Executive’s employment. The foregoing restriction shall apply regardless of the capacity in which the Executive engages or engaged, directly participates or indirectly engage inparticipated, have any equity interest inor invests or invested in or is employed by a given business, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as directorowner, officerpartner, employeeshareholder, consultant, agent, representativeExecutive, partner, security holder, consultant co-venturer or otherwise) that engages in any business which competes . In addition, during the term of the Executive’s employment with the Business Company, and for a period of twelve (as defined below12) in any geographic region in which months thereafter, the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall will not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity without the prior written consent of the Company in competition with Company, (ii) contact hire or solicit, solicit for hire with respect to hiring, or hire any employee of the Company or business any person who is employed by the Company at any such time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of was employed by the Company to leave within the employment of the Company, or preceding twelve (iv12) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms months. The provisions of this Section 5 7 shall be determined not prevent the Executive from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as the Executive’s ownership does not exceed ten percent (10%) of the outstanding securities of such company of the same class as those held by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time the Executive or over too great a geographical area or by reason of its being too extensive from engaging in any other respect, it will be interpreted to extend only over activity or having an ownership interest in any business that is reviewed by the maximum period of time for which it may be enforceable, over Board. The Executive understands that the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used restrictions set out in this Section 57 are intended to protect the Company’s interest in its secret, (i) the term “Company” shall include Appgateproprietary or confidential information and established customer relationships and goodwill, Inc. and its direct agrees that such restrictions are reasonable and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Terminationappropriate for this purpose.
Appears in 2 contracts
Sources: Employment Agreement (Spheric Technologies, Inc.), Employment Agreement (Spheric Technologies, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) The Executive shall not, at any time during the Restriction Period (as defined below)Term and for twenty four months after the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company anywhere in the world. Notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for the Executive to join a division or business line of a commercial enterprise, other than any Specified Entity, with multiple divisions or business lines if such division or business line is engagednot competitive with the businesses of the Company and its subsidiaries, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the Business of the Company anywhere in the world. Nothing herein shall prohibit the Executive from being a passive owner of not more than 54.9% of the outstanding equity interest in any entity that entity, other than any Specified Entity, which is publicly traded, so long as the Executive has no active participation in the business of such entity.
(b) The Executive shall not, at any time during the Restriction PeriodTerm and for eighteen months after the Date of Termination, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition arrangement with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (ivii) induce any distributor, representative or agent of the Company to terminate or modify otherwise change its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Company, Inc. its subsidiaries, and its direct Parent, and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean include the business manufacturing, development and sale of transmissions and the Company as such business exists as sale of replacement parts, “will-fit” parts, support equipment and remanufactured transmissions for use in the date hereof and vehicle aftermarket, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Allison Transmission Holdings Inc), Employment Agreement (Allison Transmission Holdings Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with with, or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or knowingly hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the research, development, design, manufacturing, marketing, distribution and selling of (a) in-vitro diagnostics products, and providing services with respect thereto, in the date hereof fields of clinical laboratories, immunohematology, blood donor screening, point of care diagnostics and as such business may be expanded veterinary clinical chemistry, or altered (b) any other process, system, product or service marketed, sold or under development by the Company at any time during Executive’s employment with the TermCompany; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Original Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Ortho Clinical Diagnostics Holdings PLC), Employment Agreement (Ortho Clinical Diagnostics Holdings PLC)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company BCG from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the CompanyBCG’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company BCG and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the CompanyBCG’s rights to protect its business and Executive’s right to pursue other employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of BCG anywhere in any geographic region in which the Company is engagedworld. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 52% of the outstanding equity interest in any entity (not including BCG) that is publicly traded, so long as Executive has no active participation in the business of such entity, or (ii) pursuing a business opportunity rejected by BCG in a manner consistent with Section 1(c) hereof.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, clients or business acquisition or other business opportunity of the Company in competition with CompanyBCG, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company BCG or any person employed by the Company BCG at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company BCG to leave the employment of the CompanyBCG, or (iv) induce any distributor, representative representative, counterparty or agent of the Company BCG to terminate or modify its relationship with the CompanyBCG.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, enforceable or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of BCG and shall include the Company as such business exists as of the date hereof and litigation finance business, as such business may be expanded or altered by the Company BCG during the Term; and (iiiii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date January 1, 2024 and ending on (A) the date that is 12 months following the Date of Termination, and, with respect to Section 5(b), mean Termination in the period beginning on event of a termination of employment by the Effective Date and ending on Company for Cause; (B) the date that is 12 months following the Date of Termination in the event of a termination of employment by the Company without Cause or a voluntary resignation by Executive with Good Reason; or (C) the date that is 24 months following the Date of TerminationTermination in the event of a voluntary resignation by Executive without Good Reason.
Appears in 2 contracts
Sources: Employment Agreement (Burford Capital LTD), Employment Agreement (Burford Capital LTD)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include AppgateCyxtera Technologies, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term and specifically includes (A) providing (i) access and use rights to specified portions of the data centers to enable customers to locate and operate their customer colocation equipment therein, (ii) access to electrical power necessary to operate such customer colocation equipment, (iii) connectivity of such customer colocation equipment to external communication networks, and (iv) ancillary services provided by Company during the Term in connection with the installation and use of their customer colocation equipment, the connection of such customer colocation equipment to power sources or external communications networks, and maintaining or optimizing the operation or performance of such customer colocation equipment, and (B) the respective businesses of Brainspace Corporation, Catbird Networks, Inc., Cryptzone Worldwide, Inc., and Easy Solutions Enterprises Corp., as such business may be expanded or altered during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Cyxtera Technologies, Inc.), Employment Agreement (Cyxtera Technologies, Inc.)
Competition. Executive acknowledges that Executive the Company has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will continue to provide Executive with access to Confidential Informationits confidential information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Informationconfidential information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Informationconfidential information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Restricted Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein in this Section 5(a) shall prohibit Executive from working for a pharmaceutical, biotechnology or medical device organization that is not a clinical research organization or being a passive owner of not more than 52% of the outstanding equity interest in any voting securities of an entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Restricted Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) solicit, divert terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestricted Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of twelve months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and shall include providing drug discovery, drug development or laboratory services to pharmaceutical, biotechnology, medical device, government and academic organizations, as such business may be expanded conducted or altered by the Company contemplated during the Term; Term and (iii) the term “Restriction Restricted Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 that is 18 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (PPD, Inc.)
Competition. Executive acknowledges that the Company will provide Executive has been provided with access to its Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information). Ancillary to In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Information to Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment in or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) in any geographic region in which of the Company is engagedCompany. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestriction Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Parent, Inc. the Company and its the Company’s direct and indirect subsidiaries and controlled affiliates; subsidiaries, (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the date hereof and world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 that is twelve (12) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Nbty Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, and during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from practicing law or being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, . (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the research, development, design, manufacturing, marketing, distribution and selling of (a) in-vitro diagnostics products, and providing services with respect thereto, in the date hereof fields of clinical laboratories, immunohematology, blood donor screening, point of care diagnostics and as such business may be expanded veterinary clinical chemistry, or altered (b) any other process, system, product or service marketed, sold or under development by the Company at any time during Executive’s employment with the TermCompany; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Ortho Clinical Diagnostics Holdings PLC)
Competition. Executive acknowledges that the Company will provide Executive has been provided with access to its Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information). Ancillary to In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Information to Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment in or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) in any geographic region in which of the Company is engagedCompany. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestriction Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Parent, Inc. the Company and its the Company’s direct and indirect subsidiaries and controlled affiliates; subsidiaries, (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the date hereof and world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date April 25, 2011 and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months that is one (1) year following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Unless acting on behalf of the Company in good faith, Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Unless acting on behalf of the Company in good faith, Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgateeach of the Company and Immunity, Inc. and its their respective direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof Effective Date and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following after the Date of Termination; provided, andhowever, with respect to Section 5(b), mean that (A) if Executive’s employment terminates as a result of a Company Non-Renewal or (B) if the period beginning on Spin-Off is not consummated within six (6) months after the Effective Date and ending the Executive resigns or elects not to renew this Agreement within the six (6) month period immediately thereafter, then the Restriction Period shall end on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Appgate, Inc.)
Competition. Executive acknowledges that the Company will provide Executive has been provided with access to its Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information). Ancillary to In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Information to Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment in or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) in any geographic region in which of the Company is engagedCompany. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestriction Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing, upon request of an employee or a former employee, a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Parent, Inc. the Company and its the Company’s direct and indirect subsidiaries and controlled affiliates; subsidiaries, (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the date hereof and world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 that is twelve (12) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Nbty Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during use the Restriction Period (as defined below), Company’s trade secrets to directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during use the Restriction Period, Company’s trade secrets to directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; and (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Appgate, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information For a period of ten (as defined below10) andyears after the Closing Date, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive Seller shall not, at in any time during the Restriction Period (as defined below)manner, directly or indirectly engage inindirectly, on its behalf or as an agent of, on behalf of, or in conjunction with any other person, firm or corporation, or as a partner of any partnership, or as a shareholder of any corporation, own, manage, acquire, operate, control or participate in the ownership, management, operation or control of, or have any equity financial interest in, interview for a potential employment or consulting relationship with disclose any customer lists, vendor lists, or manageother proprietary information (in each case pertaining to the Relay Business) to, provide services to or operate any person, firm, business, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) other organization that engages in any business which competes with Buyer in the Business aeronautical electrical switch business throughout the world (as defined belowa "Competitor") or any affiliate of a Competitor. Notwithstanding the foregoing, nothing contained in any geographic region in which the Company is engaged. Nothing herein this Agreement shall prohibit Executive Seller from being a passive owner of acquiring not more than five percent (5% %) of the outstanding shares of any equity interest in security of a Competitor listed for trading on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotation System. In addition, during the five-year period commencing on the Closing Date, Seller shall not induce any entity that employee of Buyer who is publicly traded, so long as Executive has no active participation working in the business of such entity.
Relay Business to leave Buyer's (bor any successor's or assign's) Executive shall not, at any time during the Restriction Period, employment or directly or indirectly, indirectly assist any other person or entity in requesting or inducing any such employee to leave Buyer. Buyer shall be entitled (iwithout limitation of any other remedy) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, to specific performance and/or injunctive relief with respect to hiring, any breach or hire any employee threatened breach of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by foregoing covenants. If any court of competent jurisdiction shall at any time deem the foregoing time periods too lengthy or the scope of the covenants too broad, the restrictive time period shall be deemed to be unenforceable the longest period permissible by reason law, and the scope shall be deemed to comprise the largest scope permissible by law under the circumstances. It is the intent of its extending for too great a the parties to protect and preserve the business and goodwill acquired by Buyer and therefore the parties agree and direct that the time period and scope of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will the foregoing covenants shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionpermissible duration and size.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Asset Purchase Agreement (Kilovac International Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the manufacturing and sale of the date hereof automotive paints and related products, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 12-months following the Date of Termination, and, with respect which period shall be 18-months if Executive is entitled to the payments under Section 5(b4(c), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) The Executive shall not, at any time during the Restriction Period (as defined below)Term and for fifteen months after the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company anywhere in the world. Notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for the Executive to join a division or business line of a commercial enterprise, other than any Specified Entity, with multiple divisions or business lines if such division or business line is engagednot competitive with the businesses of the Company and its subsidiaries, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the Business of the Company anywhere in the world. Nothing herein shall prohibit the Executive from being a passive owner of not more than 54.9% of the outstanding equity interest in any entity that entity, other than any Specified Entity, which is publicly traded, so long as the Executive has no active participation in the business of such entity.
(b) The Executive shall not, at any time during the Restriction PeriodTerm and for fifteen months after the Date of Termination, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition arrangement with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (ivii) induce any distributor, representative or agent of the Company to terminate or modify otherwise change its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Company, Inc. its subsidiaries, and its direct and indirect subsidiaries and controlled affiliates; (ii) ▇▇▇▇▇▇▇ Transmission Holdings, Inc., the term “Business” shall mean the business parent of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.Company,
Appears in 1 contract
Sources: Employment Agreement (Allison Transmission Holdings Inc)
Competition. Executive acknowledges that Executive the Company has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will continue to provide Executive with access to Confidential Informationits confidential information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Informationconfidential information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Informationconfidential information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Restricted Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein in this Section 5(a) shall prohibit Executive from working for a pharmaceutical, biotechnology or medical device organization that is not a clinical research organization or being a passive owner of not more than 52% of the outstanding equity interest in any voting securities of an entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Restricted Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) solicit, divert terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestricted Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of twelve months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and shall include providing drug discovery or development services to pharmaceutical, biotechnology, medical device, government and academic organizations, as such business may be expanded conducted or altered by the Company contemplated during the Term; Term and (iii) the term “Restriction Restricted Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 that is 18 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (PPD, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month 12‑month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Appgate, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) The Executive shall not, at any time during the Restriction Period (as defined below)Term and for eighteen months after the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company anywhere in the world. Notwithstanding the foregoing, it shall not be a violation of this Section
(a) for the Executive to join a division or business line of a commercial enterprise, other than any Specified Entity, with multiple divisions or business lines if such division or business line is engagednot competitive with the businesses of the Company and its subsidiaries, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the Business of the Company anywhere in the world. Nothing herein shall prohibit the Executive from being a passive owner of not more than 54.9% of the outstanding equity interest in any entity that entity, other than any Specified Entity, which is publicly traded, so long as the Executive has no active participation in the business of such entity.
(b) The Executive shall not, at any time during the Restriction PeriodTerm and for eighteen months after the Date of Termination, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition arrangement with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (ivii) induce any distributor, representative or agent of the Company to terminate or modify otherwise change its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Company, Inc. its subsidiaries, and its direct ▇▇▇▇▇▇▇ Transmission Holdings, Inc., the parent of the Company, and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean include the business manufacturing, development and sale of transmissions and the Company as such business exists as sale of replacement parts, “will-fit” parts, support equipment and remanufactured transmissions for use in the date hereof and vehicle aftermarket, as such business may be expanded or altered by the Company during the Term; .
(e) The Executive agrees, during the Term and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, andto refrain from disparaging the Company and its affiliates, with respect to Section 5(b)including any of its services, mean technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing. The Company agrees, during the period beginning on the Effective Date Term and ending on the date 24 months following the Date of Termination, to refrain from disparaging the Executive; provided, however, that the Company’s agreement to this non-disparagement clause shall be limited to official statements issued by the Company as an organization and statements of officers of the Company and members of the Board in their official capacity as representatives of the Company. Nothing in this paragraph shall preclude the Executive, the Company, the members of the Board or officers of the Company from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process.
Appears in 1 contract
Sources: Employment Agreement
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) The Executive shall not, at any time during the Restriction Period (as defined below)Term and for eighteen months after the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company anywhere in the world. Notwithstanding the foregoing, it shall not be a violation of this Section
(a) for the Executive to join a division or business line of a commercial enterprise, other than any Specified Entity, with multiple divisions or business lines if such division or business line is engagednot competitive with the businesses of the Company and its subsidiaries, provided that the Executive performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect responsibilities with respect to) businesses competitive with the Business of the Company anywhere in the world. Nothing herein shall prohibit the Executive from being a passive owner of not more than 54.9% of the outstanding equity interest in any entity that entity, other than any Specified Entity, which is publicly traded, so long as the Executive has no active participation in the business of such entity.
(b) The Executive shall not, at any time during the Restriction PeriodTerm and for eighteen months after the Date of Termination, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) solicit, divert to terminate its employment or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition arrangement with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (ivii) induce any distributor, representative or agent of the Company to terminate or modify otherwise change its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgatethe Company, Inc. its subsidiaries, and its direct ▇▇▇▇▇▇▇ Transmission Holdings, Inc., the parent of the Company, and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean include the business manufacturing, development and sale of transmissions and the Company as such business exists as sale of replacement parts, “will-fit” parts, support equipment and remanufactured transmissions for use in the date hereof and vehicle aftermarket, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Allison Transmission Holdings Inc)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-12 (twelve) month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section Sections 5, 6 and 7 (as applicable), (i) the term “Company” shall include AppgateCyxtera Technologies, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered by the Company during the TermTerm and specifically includes providing (A) access and use rights to specified portions of the data centers to enable customers to locate and operate their customer colocation equipment therein, (B) access to electrical power necessary to operate such customer colocation equipment, (C) connectivity of such customer colocation equipment to external communication networks, and (D) ancillary services provided by Company during the Term in connection with the installation and use of their customer colocation equipment, the connection of such customer colocation equipment to power sources or external communications networks, and maintaining or optimizing the operation or performance of such customer colocation equipment; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 (twelve) months following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
. Notwithstanding the foregoing, the restrictions contained in clause (cii) In the event the terms of this Section 5 5(b) shall be determined not apply with respect to the soliciting or hiring of any person who has not been employed by any court of competent jurisdiction to be unenforceable by reason of its extending the Company for too great a the following period of time prior to such solicitation or over too great a geographical area hiring: (A) if such person resigns without “Good Reason” or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and as such business may be expanded or altered is terminated by the Company during the Termfor “Cause”, eighteen (18) months; and (iiiB) if such person resigns with “Good Reason” or is terminated by the term Company for any reason other than for “Restriction PeriodCause”, twelve (12) months. For the purposes of the immediately preceding sentence, “Good Reason” shall, and “Cause” shall have the definitions set forth in the solicited or hired employee’s employment agreement with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of TerminationCompany or any subsidiary thereof.
Appears in 1 contract
Sources: Employment Agreement (Appgate, Inc.)
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below)period beginning on the Effective Date and ending on the date 12-months following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from practicing law or being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Periodperiod beginning on the Effective Date and ending on the date 18-months following the Date of Termination, directly or indirectly, indirectly (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect parents and subsidiaries and controlled affiliates; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the manufacturing and sale of the date hereof automotive paints and related products, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment manage or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere that the Company operates as of the Date of Termination. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clientscustomers or clients (including any individual or entity who was a customer or client at any time during the 12‑month period immediately preceding the Date of Termination), or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, solicit with respect to hiring, or hire hiring any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationCompany, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company (including any individual or entity who was a distributor, representative or agent at any time during the 12‑month period immediately preceding the Date of Termination) to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the provision of the date hereof home medical equipment and related products and services, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination, and, with respect to Section 5(b), mean the period beginning on the Effective Date and ending on the date 24 18 months following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein shall prohibit Executive from being a passive owner of not more than 52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as and shall include the manufacturing and sale of the date hereof automotive paints and related products, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 18-months following the Date of Termination, and, with respect which period shall be 24-months if Executive is entitled to the payments under Section 5(b4(c), mean the period beginning on the Effective Date and ending on the date 24 months following the Date of Termination.
Appears in 1 contract
Competition. Executive acknowledges that Executive the Company has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will continue to provide Executive with access to Confidential Informationits confidential information. Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Informationconfidential information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Informationconfidential information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Restricted Period (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) in any geographic region in which of the Company is engagedanywhere in the world. Nothing herein in this Section 5(a) shall prohibit Executive from working for a pharmaceutical, biotechnology or medical device organization that is not a clinical research organization or being a passive owner of not more than 52% of the outstanding equity interest in any voting securities of an entity that is publicly traded, so long as Executive has no active participation in the business of such entity.
(b) Executive shall not, at any time during the Restriction Restricted Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) solicit, divert terminate its employment or take away any customers, clientsarrangement with the Company, or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicitto otherwise change its relationship with the Company. Executive shall not, with respect to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of TerminationRestricted Period, directly or indirectly, either for Executive or for any other person or entity, (iiix) induce or otherwise counsel, advise or encourage solicit any employee of the Company to leave the terminate his or her employment of with the Company, (y) employ any such individual during his or her employment with the Company and for a period of twelve months after such individual terminates his or her employment with the Company or (ivz) induce solicit any distributor, representative vendor or agent business affiliate of the Company to terminate or modify its relationship cease to do business with the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include Appgate, Inc. the Company and its direct and indirect subsidiaries parents and controlled affiliatessubsidiaries; (ii) the term “Business” shall mean the business of the Company as such business exists as of the date hereof and shall include providing drug discovery or development services to pharmaceutical, biotechnology, medical device, government and academic organizations, as such business may be expanded conducted or altered by the Company contemplated during the Term; Term and (iii) the term “Restriction Restricted Period” shall, with respect to Section 5(a), shall mean the period beginning on the Effective Date and ending on the date 12 that is 18 months following the Date of Termination, andprovided, with respect however, that if Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason as a result of Executive not reporting directly to Section 5(bthe Chief Executive Officer of the Company and Parent or the Board (which the parties hereto agree shall constitute Good Reason), in either case on or before December 5, 2012, the Restricted Period shall mean the period beginning on the Effective Date and ending on the date 24 that is 12 months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (PPD, Inc.)