Non Competition Non Recruitment and Non Disparagement Clause Samples

Non Competition Non Recruitment and Non Disparagement. If (x) Executive materially breaches his obligations under this Section 5(b) and (y) in the case of any breach of Section 5(b)(ii), to the extent such breach is curable, Executive fails to cure such breach within fifteen (15) days following written notice from the Company describing the breach in reasonable detail and requesting cure, then (z) he shall no longer be entitled to receive any further payments or benefits under Section 4(a) or 4(b) that were not already due to be paid or provided prior to the occurrence of such breach.

Non Competition Non Recruitment and Non Disparagement. The terms and conditions of Article VI of the Agreement, including without limitation paragraphs 6.02 and 6.04, remain in full force and effect and, are not altered by this Mutual Termination Agreement. You acknowledge that your non-compete obligations to Ceridian Corporation protect its legitimate interests and are reasonable. During the Non-Compete Period, you must give Ceridian the notice specified in paragraph 6.02(c) of the Agreement. Ceridian will consider, on a case by case basis, a limitation of your non-competition restrictions. Accordingly, during the Non-Compete Period, when you give the written notice specified in paragraph 6.02(c) of the Agreement to one of Ceridian’s Executive Officers, you may request in writing a limitation of your non-competition restrictions, which request shall be considered and acted upon by Ceridian in good faith within a reasonable time (but not more than 30 days) from its receipt of your written notice to Ceridian, which request shall not be unreasonably denied by Ceridian. Your notice to Ceridian, and any request for a limitation on your non-competition restrictions, must describe in detail the firm and the employment or consulting services to be rendered or ownership interest to be obtained, include a copy of any written offer of employment, engagement of consulting services or intended ownership interest (with any proposed compensation information redacted), and contain such other information as necessary for Ceridian to evaluate the request and any actual or potential competitive activities. If you violate the provisions of this paragraph, Ceridian shall have the right to seek and obtain injunctive relief and, without in any way limiting Ceridian’s right to obtain injunctive relief, Ceridian shall have in addition the right to otherwise enforce all of its rights and remedies, in law and in equity.

Non Competition Non Recruitment and Non Disparagement