Non-Competition; Nonsolicitation Sample Clauses
The Non-Competition; Nonsolicitation clause restricts a party, typically an employee or contractor, from engaging in business activities that compete with the employer or from soliciting the employer’s clients, customers, or employees for a specified period after the relationship ends. In practice, this means the individual cannot start a similar business, work for a competitor, or attempt to recruit colleagues or clients away from the company within certain geographic and temporal limits. The core function of this clause is to protect the employer’s business interests, confidential information, and client relationships by preventing unfair competition and loss of key personnel or customers.
Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows:
(i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable.
(ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly:
(A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period);
(B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or
(C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant.
(iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments.
(iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on be...
Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following the Date of Termination (the “Restrictive Period”), the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Partnership Group is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group to cease to be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full...
Non-Competition; Nonsolicitation. (a) Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months (the “Non-Compete Period”) after the termination of Executive’s employment for any reason, Executive shall not, without the written consent of the Company, directly or indirectly, either individually or as an employee, agent, partner, shareholder, director, consultant, advisor, employer, lender of money, guarantor, or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation, or other entity that at any time during or following the Employment Period competes directly against the Company by engaging in the business of manufacturing, inventing, marketing, developing, selling or distributing non-metallic fabricated or molded products for the automotive or transportation industries, or any other markets which the Company may have entered, nor will Executive solicit any other person to engage in any of the foregoing activities (the foregoing is referred to herein as the “Non-Compete Covenant”). Participation in the management of any business operation other than in connection with the management of a business operation that is in competition with the Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of the Non-Compete Covenant. The foregoing provisions of this Section shall not prohibit the passive ownership by Executive of less than two percent (2%) of any class of the capital stock of any public corporation.
(b) During the Employment Period and the Non-Compete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate of the Company and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or any affiliate of the Company to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, or business relation and the Company or any affiliate of the Company.
(c) Executive agrees that: (i) the covenants set forth in this Section 8 are reasonable in geographical and temporal scope and in all other res...
Non-Competition; Nonsolicitation. (a) For the five (5) years commencing on the Closing Date (the “Restricted Period”), the Sellers shall not, and shall cause each of their respective Affiliates not to, anywhere in the world, directly or indirectly, establish, own, lease, operate, manage, finance, control or engage in the Business (“Competitive Business”). For the avoidance of doubt, a Competitive Business shall not include any of (i) the business currently conducted at Freeport’s Bayway facility, El Paso facility and Norwich facility, (ii) the manufacture, distribution and sale of copper rod, or (iii) an investment in securities having less than ten percent (10%) of the outstanding voting power of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system or (iv) ownership of any equity interests through any employee benefit plan or pension plan.
(b) Notwithstanding anything to the contrary contained in this Section 4.12, the Sellers and their respective Affiliates shall not be deemed to have violated the restrictions contained in this Section 4.12 in the event that the Sellers or any of their respective Affiliates invest in or acquire all or a portion of the equity interests or assets of any Person that is engaged in a Competitive Business so long as the Sellers and such of their respective Affiliates thereafter use their best efforts to complete the divestment of all of such investment, equity interest or assets within twelve (12) months from the date of such investment or acquisition so as to be in compliance with Section 4.12(a); provided that such 12-month period shall be extended by the number of days during the period commencing on the date that the Purchaser provides a non-binding indication of intent pursuant to Section 4.12(c) and ending on the earlier of (x) the date that the Purchaser notifies Freeport that the parties cannot reach agreement with respect to the sale of the Competitive Business and (y) six (6) months from the date such non-binding indication of interest is delivered.
(c) Upon the acquisition by any Seller or an Affiliate thereof of an investment in or an acquisition of an equity interest or assets of a Competitive Business (the “Competitive Business Acquisition”), the Purchaser shall have the option to purchase such Competitive Business for the price and on any terms and conditions that Freeport shall, by written notice (the “ROFO Notice”), propose to the Purchaser, which proposal shall be made by F...
Non-Competition; Nonsolicitation. Executive will not, for a period equal to the longer of (i) one year from the date of termination of employment or (ii) October 31, 2001:
(a) own or have a proprietary or equity interest in, be employed by, or serve as a consultant or advisor to, or in any other capacity for, any business or firm, that is engaged in the information technology services business; provided, however, that beneficial ownership by executive of less than 5% of the outstanding capital stock of a publicly-held corporation will not violate this provision. "Information technology services business" shall include, without limitation: (i) advising persons on the acquisition or strategic utilization of information technology systems, planning and designing new information technology systems, and redesigning existing information technology systems; (ii) providing network design and management, systems support and maintenance, programming and application software development, computer code review, data center management, and information technology outsourcing services; and (iii) recruiting or training persons with information technology skills; Company will be entitled to extend noncompete for one additional year upon payment to executive of lump sum cash payment equal to base salary at time of termination.
(b) recruit or hire or solicit for business any person who, during the twelve month period preceding the date of recruitment or hiring or solicitation, was an employee, customer, or client of the Company or any of its subsidiaries or affiliates.
Non-Competition; Nonsolicitation. As an inducement for the Company to enter into the Purchase Agreement and the Consulting Agreement, and for the Company to fulfill its respective obligations thereunder, Member agrees that:
Non-Competition; Nonsolicitation. (a) For a period of seven years from and after the Closing Date, neither Stockholder nor any of its Subsidiaries (collectively, the "Restricted Parties") shall, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or provide any financing or lease any assets to, any entity that engages in a Competing Business; provided, however, that the foregoing shall not restrict any Restricted Party with respect to (i) establishing, developing, sponsoring, promoting and providing educational programs and medical and scientific research in the field of physical rehabilitation and fields ancillary thereto, (ii) sponsoring and assisting not-for-profit treatment facilities devoted to improving and protecting the health and welfare of all persons, particularly those with physical disabilities, (iii) aiding persons with physical and other disabilities, (iv) providing access to community resources aimed at promoting life and health, (v) providing assistance to persons with the aim of permitting them to learn to lead full and meaningful lives and (vi) fundraising for any of the foregoing, so long as, in any event, no Restricted Party receives any remuneration from patients or patients' insurance companies for services provided to patients; provided further, that the foregoing shall not prohibit the beneficial or record ownership by a Restricted Party of up to five percent of the outstanding securities of a Competing Business, so long as the Restricted Parties do not actively participate in the management of such Competing Business.
(b) For a period of five years from and after the Closing Date, the Restricted Parties shall not directly or indirectly solicit (other than for charitable purposes), employ, retain as a consultant or attempt to entice away from Buyer, the Company, the Company Subsidiaries or their respective affiliates, any Protected Employee, except (i) for those Protected Employees set forth on Schedule 5.10(b) and (ii) that the Restricted Parties may employ or retain as a consultant any Protected Employee who is no longer employed by the Company or any Company Subsidiary solely for the purpose of assisting in the processes contemplated in Section 2.4 hereof. For a period of two years from and after the Closing Date, the Restricted Parties shall not directly or indirectly solicit (other than for charitable purposes) or attempt to entice away from Buyer, the Company, the Company Subsidiaries or ...
Non-Competition; Nonsolicitation. (a) In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement, Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business or profession of the Company or any Companies, and (ii) for a period of one year after he ceases to be employed by the Company under this Agreement, he will not compete with or be engaged in the same business as or Participate In any other business or organization which during such one year period competes with or is engaged in the same business as the Company or any of the Companies with respect to any product or service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of such cessation within a 100-mile radius of the location of the Company's executive offices on the date on which Employee ceases to be employed by the Company under this Agreement, except that in each case the provisions of this Section 7(a) will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange.
Non-Competition; Nonsolicitation. For the period prior to the liquidation and dissolution of Transferor as required under Section 368(a)(2)(G) of the Code and by Section 14.02 hereof, Transferor, either in partnership, jointly, or in conjunction with any Person, whether as principal, agent, consultant or shareholder, except that nothing herein shall be construed to prevent Transferor from owning or controlling less than five percent of the outstanding stock of any publicly-traded company, hereby agrees not to:
(a) engage in the Business in the Territory;
(b) solicit or contact Customers or Potential Customers (as defined below) on behalf of, associate with, invest in, obtain any interest in, advise, lend money to, or guarantee the debts or obligations of any Person which is engaged in the Business in the Territory; (c) solicit or accept business from any of the Customers or Potential Customers of SEC or Transferee for the purposes of providing products or services the same as or substantially similar to any of those provided in connection with the Business; (d) persuade or attempt to persuade any employee who is employed with Transferee or its Affiliates as of the date hereof to terminate such employee's service with Transferee or such Affiliate of Transferee, as the case may be; or
Non-Competition; Nonsolicitation. (a) Dave▇▇▇▇▇ ▇▇▇ees that for a period of five years following the consummation of the Merger (the "Term"), Dave▇▇▇▇▇ ▇▇▇ll not:
(i) own, manage, operate, control, participate in, perform services for, or otherwise engage in, a business in competition with the business of vehicle emissions testing, the manufacture of equipment for such testing, or the sale or leasing of such equipment (the "Business"), either acting alone or in conjunction with others, directly or indirectly, whether as owner, partner, stockholder, principal, agent, consultant, independent contractor or employer, anywhere within the United States (it being understood that the Business can be national in scope and not limited to any particular region of the United States and that the Business may be engaged in effectively from any location within the United States); and (ii) either acting alone or in conjunction with others, directly or indirectly, induce or attempt to persuade any customers or prospective customers of the Company to curtail, cancel or otherwise terminate their business with the Company. provided, however, that nothing set forth in this Agreement shall prohibit Dave▇▇▇▇▇ ▇▇▇m owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ market system.
(b) Dave▇▇▇▇▇ ▇▇▇ees that during the Term, Dave▇▇▇▇▇ ▇▇▇ll not:
(i) employ, offer to employ or permit to post for any position of employment any employee of the Company, except for Mark ▇▇▇▇▇▇ ▇▇ any individual who has customarily been employed in the operations of Envirotest in Bethesda, Maryland (the "Excepted Employees"); or (ii) otherwise interfere with the employment by the Company or its Affiliates of, any individual (other than an Excepted Employee) who becomes or would otherwise become an employee of the Company, unless and until such employee's employment is terminated by the Company after the consummation of the Merger or the Company and Dave▇▇▇▇▇ ▇▇▇er into a written agreement with respect to such employee providing otherwise.