Non-Compete and Non-Solicitation Covenants. (a) The Executive acknowledges and agrees that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in the Business. The Executive further acknowledges that, in the course of his employment with the Company, he will become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. During the Noncompete Period, he shall not, directly or indirectly, whether for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the Business in the Restricted Territories, other than the Company and its Subsidiaries or except as otherwise directed or authorized by the Board. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, supervisor, employee, agent, consultant or otherwise). Nothing herein will prohibit the Executive from mere passive ownership of not more than five percent (5%) of the outstanding stock of any class of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such entity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
Non-Compete and Non-Solicitation Covenants. Having acknowledged the statements in subparagraph (a) above, Employee covenants and agrees with the Company and the Affiliated Companies that:
Non-Compete and Non-Solicitation Covenants a. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, (ii) after the Company's termination of this Agreement without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (e) or (f) of Section 5 or (iv) upon the occurrence of a Material Adverse Event (as defined below), Executive will not do any of the following, directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Company Board (which consent shall not be unreasonably withheld):
Non-Compete and Non-Solicitation Covenants. Employee agrees that during the term of this Agreement and for a period of one (1) year from the date that Employee ceases to be employed by the Company for any reason, Employee shall not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder (other than a 2% or less shareholder) or in any other capacity whatsoever, (i) solicit the business of any current customers of the Company; (ii) acquire, operate, manage or take any position with any specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company, (iii) serve as an officer, director, employee, agent or consultant to a specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company, or (iv) establish or operate any specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company. Employee further agrees that during the one year period following termination of this Agreement, Employee will not recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer to others concerning employment, any person who to Employee's knowledge is, or within the preceding twelve (12) months was, an employee of the Company. Provided, however, if Employee desires to take a position or any action prohibited by this Section 11, he shall provide Company with written notice of his intent and Company shall provide written notice to Employee within fourteen (14) working days of whether or not Company intends to enforce the covenants set forth in this Section 11. If Company intends to enforce these covenants, then Company shall pay to Employee the severance pay set forth in Section 8.2 hereof, even if Employee was terminated for Cause or if Employee terminated without Good Reason. Provided further, if Company terminates Employee's employment for reasons other than Cause, Company will not unreasonably withhold its consent to Employee taking employment in violation of this Section 11 unless the job that Employee intends to accept is a direct competitor of Company (including without limitation, Xxx Xxxxxx and Talbots) or a retailer of ladies apparel with similar price lines. If Company gives its consent to allow Employee to accept such other employment, then Employee shall forfeit his right to the severance benefits set f...
Non-Compete and Non-Solicitation Covenants. In further consideration of the compensation to be paid to Employee hereunder, Employee agrees that, during Employee's employment, Employee will not directly or indirectly compete with Employer in any way, and that Employee will not act as an officer, director, employee, consultant, lender, agent or owner of any interest in any other entity which is engaged in any business which is of the same nature as, which is in competition with, or which is involved in science or technology which is similar to the businesses in which Employer or its subsidiaries (i) are now engaged, (ii) become engaged in during the term of Employee's employment or (iii) plan to become engaged in prior to the date of Employee's termination. During Employee's employment and for a period of one (1) year thereafter, Employee shall not directly or indirectly through another entity (x)
Non-Compete and Non-Solicitation Covenants. (a) Consultant acknowledges and recognizes that prior to and during the Engagement he has been and will be privy to Confidential Information. Accordingly, in consideration of the promises contained herein and the consideration to be received by Consultant hereunder, without the prior written consent of the Company, Consultant shall not, at any time during the Term or within 180 days thereafter directly or indirectly, either alone or as a partner, officer, director, shareholder holding greater than 10% interest, sole proprietor, employee or consultant of any other firm or entity, (i) engage in any Competing Business or (ii) (A) induce, solicit or encourage employment with the Company or any direct or indirect subsidiary thereof to terminate their employment with Company or any such direct or indirect subsidiary, whether or not in connection with commencing employment with a Competing Business or (B) induce or encourage any entity or person with which the Company or any direct or indirect subsidiary thereof has a business relationship to terminate or alter such business relationship. “
Non-Compete and Non-Solicitation Covenants. (a) Except as otherwise set forth herein, Global agrees and covenants that for a period of 18 months following the date of this Agreement, Global will not directly or indirectly engage in any business that is competitive with the business of utlizing an open-source ASP platform (i.e., using non-proprietary software to provide applications and other computing resources remotely over a network) to provide customized Internet solutions to small (under 150 employees) or medium size (150 - 10,000 employees) businesses (the "Business"). This covenant shall apply to the geographic area that includes Latin America which is defined as including South America, Central America, Mexico and the Carribean Basin. "Directly or indirectly engaging in any business that is competitive" includes, but is not limited to: (i) engaging in a business as an owner, partner, agent or service provider, (ii) becoming an employee or agent of, or otherwise rendering services to or on behalf of, any third party that is engaged in such business, (iii) obtaining any interest in, whether financial or otherwise, directly or indirectly, any such business, or (iv) soliciting any customer of Surge for the benefit of a third party that is engaged in such business. Global agrees that this non-compete provision will not adversely affect Global's computer distribution or other businesses. Notwithstanding the foregoing, Surge expressly acknowledges and agrees that Global may serve as an agent for any third party with respect to such third party's open-source ASP business, and Global may continue to provide any service, including any service related to the Business, that it currently provides to the following entities: Sed Internacional de Colombia, Bloomsexpress, Hilacol, Nacional de Chocolates, Colcafe, Corfivalle. In addition, Surge further acknowledges and agrees that the provisions of subdivisions (i) and (iii) above shall not preclude Global from owning less than 5% of the equity securities of a publicly owned entity, as a passive investor. Global recognizes that the Proprietary Property is a special and unique asset of Surge and its successors and needs to be protected from improper disclosure.
Non-Compete and Non-Solicitation Covenants. 5.1 For and in consideration of the payments described in Sections 3.1 and 3.2, and for other valuable consideration set forth in this Agreement, each of Xxxxxxx and Xxxxxx agrees that during the thirty-six (36) month period immediately following the Effective Date of this Agreement, he will not directly or indirectly, either on his own behalf or on behalf of any person, partnership, association, corporation, company or other entity:
Non-Compete and Non-Solicitation Covenants. 7.1 The Executive recognizes that there is strong competition in the business sector in which the Company operates and that, in the course of its employment with the Company, it will acquire in the future a thorough knowledge of the Company's operations, products and activities, business sector and business methods.
Non-Compete and Non-Solicitation Covenants. 4.01 Covenant Not To Compete Employee covenants and agrees that he shall not, during the term of the Employee’s employment with the Company and for a period of one (1) year after termination of Employee’s employment with the Company for any or no reason, alone or in conjunction with any other corporation, firm, partnership, person, venture or other entity, directly or indirectly, engage in the design, manufacture, sale or distribution of any products of the type designed, manufactured, sold or distributed by the Company during the period beginning twelve months prior to the date of termination of his employment with the Company, in any geographic area in which the Company was engaged in such business during such period.
