Limited Non-Compete Clause Samples

Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Employee agrees during the Relevant Non-Compete Period not to directly or indirectly engage in the following competitive activities: (a) Employee shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Employee provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not, jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement; (b) Employee shall not engage in any research, development, production, sale or distribution of any Competitive Products, specifically including any products or services relating to those for which Employee had responsibility for the eighteen (18) month period preceding Employee’s date of separation; (c) Employee shall not market, sell, or otherwise offer or provide any Competitive Products within his Geographic Territory (if applicable) or Assigned Customer Base, specifically including any products or services relating to those for which Employee had responsibility for the eighteen (18) month period preceding Employee’s date of separation; and (d) Employee shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company with whom Employee had contact or for which Employee had responsibility at any time during the eighteen (18) month period preceding Employee’s date of separation

Limited Non-Compete. So long as this Agreement continues in effect, except to the extent all or any part of these limited non-compete provisions are terminated pursuant to Section 4(b), OSI shall not provide, or offer to provide, outsourcing services using the System to Financial Institutions located in the Territory except in the following circumstances: (i) To a Financial Institution that refuses, or has refused, in writing to work with BISYS, including a Financial Institution that refuses to obtain Outsourcing Services using the System from BISYS; (ii) To a BISYS customer that states in writing its intent to cease working with BISYS, regardless of whether BISYS provides such customer Outsourcing Services (using or not using the System) or other services; (iii) To a prospective or existing customer to which BISYS refuses to provide Outsourcing Services; (iv) To a customer of OSI who desires to have OSI provide outsourcing services using the System; (v) To any customer of OSI using the System or Licensed Software as of the Effective Date of this Agreement. OSI reserves and retains any and all rights to offer, sell, market, distribute, license and provide the Licensed Software, the System, Ancillary Products, and outsourcing services using the foregoing to the extent that OSI has not expressly agreed to the contrary in Sections 2(d) and 4(c) of this Agreement. Without limiting the generality of the foregoing, this Agreement shall not preclude OSI (itself or through others) from (i) providing outsourcing services using the System to Financial Institutions located outside the Territory or to customers which are not Financial Institutions regardless of location; (ii) offering, selling, marketing, distributing or licensing any Ancillary Products at any time in any manner; or (iii) from appointing other distributors, resellers or remarketers of the Licensed Software, the System or the Ancillary Products (except as may be limited by Section 2(d)).

Limited Non-Compete. For a period not to exceed twelve (12) months from the Closing Date, neither Multitest nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technologies, Inc nor any other Related Person of Sellers will sell to Infineon Technologies AG or any of its subsidiaries (“Infineon”), “Gravity Handler” or “Strip Handler” base units that compete with like products offered by any Acquired Company, subject to the limitations below. (a) This limitation does not extend to any “Pick and Place” handlers currently referred to as the 95XX series or the 21XX series or any other Pick and Place handlers developed by Multitest or any of its Related Persons. (b) This limitation does not extend to any spare parts, sockets, change kits, service or other ancillary equipment sold to support any of the 85XX, 93XX or 99XX series machines previously sold to Infineon. (c) This limitation does not extend to any sockets, contactors, load boards or other related products manufactured and sold by Multitest, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technologies, Inc. or any other Related Person of Sellers. (d) While each of Multitest, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technologies, Inc. and any Related Person of Seller will not solicit Infineon for sales of such “Gravity Handler” base units during such 12 month period, the parties acknowledge that Infineon has purchased 85XX and 93XX machines from Multitest, and Buyer understands that Multitest has sold 99XX machines, several years prior to the date of this Agreement and Infineon may wish to purchase additional machines during such 12 month period. As a significant customer of the Acquired Companies and a significant purchaser of test handlers, the parties acknowledge their mutual interest in maintaining good relations with Infineon while preserving the relationship among Infineon and the Acquired Companies that is a significant factor in Buyer’s decision to enter into this Agreement. In the event Infineon or any of its subsidiaries contacts a Seller or a Related Person of Seller indicating that Infineon or any of its subsidiaries wishes to acquire additional 85XX, 93XX or 99XX machines, Multitest shall provide written notice to the Acquired Companies within 10 days of receiving such inquiry of the information concerning such inquiry (including potential order size, timing and other material details). Buyer will consider in good faith the request for a sale by Multitest of such machines, such consideration to include potential effects on the commercial relationship to be preserved and the potential ability of the Ac...

Limited Non-Compete. Subject to Section 7.2(b), GSK hereby covenants that, for [********] after the Effective Date, GSK shall not initiate any research, discovery, identification, synthesis, development or commercialization activities with respect to, or designed to identify, any compound that meets the same [********] as a Program for exploitation for the same Indication as such Program (a “New GSK NNR Program”); provided that this Section 7.2(a) shall not apply to the initiation by GSK of a new program as the result of [********] as provided in [********]. This covenant shall end after the expiration of such [********], unless, on a Program-by-Program basis, Targacept has [********] for the Indication of such Program. If Targacept [********] in a Program, then the obligation upon GSK [********]. At the end of the additional [********] period, if applicable, the exclusivity obligation upon GSK shall end.

Limited Non-Compete. In the event DI has a potential incubatee candidate or a potential investment opportunity, DI shall provide notice and a reasonable opportunity to participate to NGH/NGP before making it available to other competitive companies or service providers, namely other European incubators. DI shall not directly take on another European incubator as a client nor enter into a strategic alliance with such incubator without the prior consent of NGH/NGP, such consent not to be unreasonably withheld.

Limited Non-Compete. NCR covenants for a period of three (3) years immediately following the Effective Date, that neither NCR nor any of its Affiliates shall use the House Mark within or for the Prohibited ATMCo Business (including with respect to any Solutions or Natural Evolutions thereof). ATMCo covenants for a period of three (3) years immediately following the Effective Date, that neither ATMCo nor any of its Affiliates shall use the House Mark within or for the Prohibited NCR Business (including with respect to any Solutions or Natural Evolutions thereof).

Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities: (i) Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement; (ii) Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor; (iii) Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or (iv) Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

Limited Non-Compete. For a period of two (2) years following the Closing, neither the Seller nor CP nor any of their respective subsidiaries will market in the United States an anti-fungal foot powder product similar to Quinsana; provided that the foregoing agreement shall not apply in the event the Seller or CP or any of their respective subsidiaries acquires or is acquired by an existing business which includes an anti-fungal foot powder product which is marketed in the United States.

Limited Non-Compete. Medi-Mail agrees that it will not sell any Exclusive Rx Drugs to any other similar e-commerce or web site prior to August 30, 1999, except that Medi- Mail can develop its own e-commerce or web site for the sale of prescription or over-the-counter products. To induce Medi-Mail to agree to the foregoing, ePills agrees to complete the following on or before August 14, 1999: (a) execution of written agreements or commitments in favor of ePills with health care providers for prescription drug insurance coverage for at least 10 million covered lives, (b) completion of a production ready web site for ePills for ordering prescription products reasonably comparable to competing web sites in existence as of the date hereof and (c) completion of the interface with Medi- Mail's software and hardware to handle orders for Exclusive Rx Drugs '. If such conditions have not been satisfied by August 14, 1999 or, at any time prior to August 14, 1999, Medi-Mail reasonably determines they are unlikely to be satisfied by such date (except to the extent ePills' failure is due to Medi- Mail's failure to cooperate), then Medi-Mail may, upon written notice to ePills with an accompanying explanation, terminate the foregoing exclusivity.