Non Competition Non Interference Clause Samples

Non Competition Non Interference. (a) In consideration --------------------------------- of the purchase of the Shares by Purchaser, Seller shall not, and shall cause its Affiliates to not: (i) for the period from the Closing Date until the fifth (5th) anniversary of the Closing Date, solicit for the benefit of or fulfillment by Seller or any Person other than the Company the business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, of any Person which is a customer or client of the Company, or was its customer or client, at any time within the two (2) years prior to the Closing Date (each, a "Company Customer"), or attempt to hurt, hinder, diminish ---------------- or interfere with the relationship between the Company and any such Company Customer (including making any negative or disparaging statements or communications about the Company). (ii) for the period from the Closing Date until the fourth (4th) anniversary of the Closing Date, within the United States of America or any state, region or territory thereof, conduct, directly or indirectly, any business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, other than the business of such type that Logility, Inc., currently conducts with certain existing customers or clients of Logility, Inc., but including any services involving the management of software applications (other than Seller Software); provided, however, that: -------- ------- (A) if the business of any Person (other than any Company Customer) involves Seller Software licensed to or otherwise used by such Person, and such Person requests any Seller Entity to provide to it Application Service Provider Services related to such Seller Software which would otherwise cause Seller to violate the provisions of this Section 5.3(a)(ii), a Seller Entity may provide such Application Service Provider Services to such Person if: (1) Seller shall have given the Company the opportunity to provide the same services to such Person as follows: Seller shall, within three (3) Business Days or such shorter period as is consistent with the urgency of the request, have (w) given written notice to the Company of each request made to the Seller or any of its Affiliates to provide Application Service Provider Services to such Person, (x) given notice to such Person that such services are provided by the written Company, (y) recommended to such Person that it utilize the services of th...

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until April 30, 2002, except as set forth in Article 6A below, such Shareholder will not, whether for their own account or for the account or any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date; (b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or (c) solicit the business of any company which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or (e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date.

Non Competition Non Interference. Each of Parent and Purchaser hereby agrees that for the two (2)-year period commencing on the Closing Date, Parent and Purchaser shall not, and shall cause their respective Subsidiaries not to, within the continental United States or any other jurisdiction or marketing area in which the Gaia Business operates, (i) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner both (x) is in competition with the Gaia Business and (y) utilizes the “Gaiam” brand and related trademarks, except that Parent or Purchaser may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; or (ii) knowingly and intentionally interfere in any way with the relationship between the Gaia Business and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Gaia Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Purchaser, any Brand Company or any of their respective Affiliates be in violation of this Section 7.17(b) as a result of Purchaser, any Brand Company or any of their respective Affiliates or Subsidiaries engaging in and operating the Brand Business in the manner that such business is conducted by Seller on the Closing Date.

Non Competition Non Interference. Seller agrees (i) that for the two-year period commencing on the Closing Date, Seller shall not, and shall each cause its Subsidiaries not to (A) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide products and/or services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner is in competition with the Brand Business, except that Seller may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; (B) solicit or attempt to solicit (other than on behalf of any Brand Company) any Person that is, or within two (2) years before the Closing Date was, a client, customer, supplier, licensee or business relation of the Brand Business, or who Seller, any Brand Company or any of their respective Subsidiaries solicited to be a client, customer, supplier or licensee of the Brand Business during such two (2)-year period, or induce or attempt to induce any such Person to cease, reduce or not commence doing business with any of the Brand Companies (or assist any other Person in engaging in any such activities); or (C) knowingly and intentionally interfere in any way with the relationship between any Brand Company and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Brand Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Seller or any of their respective Affiliates be in violation of this Section 7.16(a) as a result of Seller or any of its respective Affiliates or Subsidiaries engaging in and operating the Gaia Business.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchasers, from the Closing Date until the third anniversary of the Closing Date, none of the Sellers nor any Person set forth in Section 5.12 of the Sellers Disclosure Letter shall: (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including Mexico, the U.S., Canada and Central America), directly or indirectly own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, (A) ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Sellers or such Person pursuant to that investment, and (B) the sale of Comex branded products in Central America, other than Guatemala, shall not be considered to be competition; (ii) persuade or attempt to persuade any potential customer or client to which the Sellers or any of the Subject Companies have made a presentation, or with which the Sellers or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Sellers or any Person other than the Purchasers or any of the Subject Companies the business of any Person which is a customer or client of the Sellers or any of the Subject Companies, or was their customer or client within one (1) year prior to the date of this Agreement or in any way interfere with the relationship between the Purchasers or any of the Subject Companies and any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchasers or any of the Subject Companies).

Non Competition Non Interference. (a) In consideration of the purchase of the Interests by the Buyer for the period commencing on the Closing Date and ending on the first anniversary of the Closing Date: (i) the Seller shall not, and shall cause its majority controlled Affiliates to not, attempt to hurt, hinder, diminish or interfere with the relationship between the Company and any Person that is a customer or client of the Company on the Closing Date (each, a "Company Customer") (including making any negative or disparaging statements or communications about the Company); and (ii) the Seller shall not, and shall cause its majority controlled Affiliates to not, within the United States of America or any state, region or territory thereof, engage, directly or indirectly, in the provision of full outsourcing of information technology infrastructure management for mainframe or client/server systems services (a "Competing Business"); provided that such limitation shall in no manner restrict the Seller and its majority controlled Affiliates from offering to any Person any service offered by the Seller and its majority controlled Affiliates on the date hereof, including colocation services, content distribution and all related services. (b) For the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates shall not be deemed to be engaged directly or indirectly in a Competing Business or otherwise have breached any obligation set forth in Section 7.7(a)(i) if the Seller or such majority controlled Affiliate is providing any services that are not Competing Business services that enable an unrelated third Person to engage in, or such Person is otherwise engaged in, a Competing Business, including colocation services, content distribution and all related services. In addition, for the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller or any of its majority controlled Affiliates solicitation of any Company Customer for the sale of any product or service other than a Competing Business service shall not be deemed to be a violation of Section 7.7(a)(i). (c) Notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates may engage in a Competing Business that results from the acquisition of a Person, or the assets of a Person, that is engaged in a Competing Business; provided that the total revenues of such acquired Person ...

Non Competition Non Interference a. For a period of two (2) years from the date of this Agreement (the "NONCOMPETITION PERIOD"), Seller agrees that he will not, and he will cause each of his Affiliates (as defined below) not to, directly or indirectly, (i) own, manage, operate, control, join, assist, lend money to, guarantee the obligation of, or participate in the ownership, management, operation or control of, or be connected as consultant, stockholder, director, officer, employee, or with, or participate in any manner with the start-up or set-up of, any Competitive Business (as defined below), or (ii) solicit or induce any individual during any period in which he or she is an employee of Purchaser or any of its Affiliates to terminate such employment or employed by any person or entity other than Purchaser or its Affiliates. b. For purposes of this Agreement, the term "COMPETITIVE BUSINESS" means the provision of consulting and implementation services to users of PeopleSoft software in the Restricted Region (as defined below).

Non Competition Non Interference. In consideration of the numerous mutual promises contained in this Agreement, including, without limitation, those involving Confidential Information (as defined below) and in order to protect the Company's legitimate business interests, including the business and customer goodwill and the Company's Confidential Information, and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, P▇▇▇▇▇▇▇ covenants and agrees that during his employment by the Company and for a period of twenty-four (24) months after the date of P▇▇▇▇▇▇▇'▇ termination (for whatever reason), he shall not anywhere within the State of Texas or any other state where the Company or any affiliate is doing business at the time of termination, directly or indirectly compete in any way against CBond.

Non Competition Non Interference. During the term of Employee’s employment with the Company and for a period of twelve (12) months after the termination of Employee’s employment with the Company, irrespective of the reason or absence of reason for such termination, Employee shall not, without the express written consent of the Board of Directors of the Company, directly or indirectly: (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise, in direct competition with the Company’s business; (ii) call on or solicit, either directly or indirectly, any person, firm, corporation or other entity who or which at the time of Employee’s termination was, or within two (2) years prior thereto had been, a customer of the Company or any of its affiliates with respect to the activities prohibited by this section; or (iii) employ or cause to be employed in any capacity, or retain or cause to be retained as a consultant, any person who was employed by the Company at any time during the six (6) month period following the end date of Employee’s employment. The Employee acknowledges and agrees that adherence to the terms of this section does not preclude Employee from earning a livelihood and that the restrictions contained in this Section 4 are reasonable and necessary to protect the Company’s legitimate interests in the conduct of its business and do not impose an undue hardship on Employee. The foregoing restriction shall not be construed to prohibit the ownership by Employee of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Company and which corporation has a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. In the event that the provisions of this Section 4 are deemed to exceed the time, geographic or scope of limitations permitted by app...