Non-Interference/Non-Solicitation Sample Clauses

Non-Interference/Non-Solicitation. Executive acknowledges and recognizes that in the course of performing services for the Company, Executive will have access to certain confidential and proprietary information of the Company and its affiliates that is extremely valuable to the Company and its affiliates and is not known to the general public. Accordingly, Executive agrees as follows: (a) Executive agrees that during the term of employment and until the first anniversary of the date of termination of Executive's employment with the Company or any subsidiary of the Company, as the case may be (the "Restricted Period"), the Executive will not directly or indirectly, use any Company Confidential Information (as defined in Section 9) to interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Executive further agrees that during the Restricted Period, Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates, or (ii) solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates; provided, however, that general advertising not directed specifically at employees of the Company or any affiliate shall not be deemed to violate this Section 8(b). (c) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Interference/Non-Solicitation. Executive agrees that, at all times during his employment with the Company and for a period of two (2) years thereafter (the “Non-Competition Period”), for any reason whatsoever, Executive shall not, directly or indirectly, by affirmative act or failure to act, on his own behalf or on behalf of another: (a) become employed by, invest in, finance, advise, endorse, perform services for, or otherwise engage in any capacity with any individual, entity or business that provides the same or substantially similar services and products as the Company, including, without limitation, the provision of code-engineered cargo shipping containers for use in the construction industry (each, a “Competing Business”) anywhere in North America; provided, however, that (i) Executive shall be allowed to participate in real estate developments during the course of his employment as long as it does not conflict or interfere with his duties to the Company as set forth in this Agreement; and (ii) the ownership by Executive of any stock listed on any national securities exchange of any corporation conducting a Competing Business shall not be deemed a violation of this Agreement if the aggregate amount of such stock owned by Executive does not exceed two percent (2%) of the total outstanding stock of such corporation; (b) attempt to cause, request or induce any client, customer, contractor, agent, supplier or other business associate of the Company with whom Executive had contact, or any person or entity who was a prospective client or customer of the Company with whom Executive had contact within the eighteen (18) month period just prior to the termination of Executive’s employment with the Company (“Company Customers”), to curtail, divert or cancel any business with the Company, or otherwise interfere in any way with the business, business relationships, contracts, business opportunities, or goodwill of the Company or do anything to adversely affect the business relationship between the Company and its accounts, suppliers, clients, customers and contractors; or (c) solicit for employment, employ or otherwise induce or encourage any Company employee, agent or representative to terminate his/her employment or relationship with the Company, or do anything to adversely affect the relationship between the Company and any of its employees, agents or representatives. Executive acknowledges that the restrictions contained in Sections 4 and 5, in view of the nature of the Company’s business...

Non-Interference/Non-Solicitation. To the fullest extent permitted by law, P▇▇▇▇▇ agrees not to unlawfully interfere with any of the Company's contractual obligations or prospective business opportunities with others. Furthermore, P▇▇▇▇▇ agrees not to: (i) use any of the Company's confidential proprietary or trade secret information to contact, with the intent to solicit or solicit the business of any client, customer, creditor, or licensee of the Company; or (ii) during a period of two (2) years after the later of the Effective Date of this Agreement and the Separation Date, take any action to induce or solicit employees or independent contractors of the Company to sever their relationship with Arcadia and accept an employment or an independent contractor relationship with any other business. P▇▇▇▇▇ acknowledges that this Section 12 is a reasonable and necessary measure designed to protect the confidential proprietary and trade secret information of the Company, as well as its employment and business relationships, and does not prejudice P▇▇▇▇▇ in his ability to work in his trade or profession.

Non-Interference/Non-Solicitation. ▇▇▇▇▇▇▇▇ agrees that during his employment with Torrent, and for a period of eighteen (18) months following the termination or resignation of his employment with Torrent for any reason (“Non-Competition Period”), except for Permitted Activities listed on Exhibit B, ▇▇▇▇▇▇▇▇, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, will not, directly or indirectly (i) interfere with an ongoing relationship between the Company and one of its customers by providing or offering to provide a product or service to that customer which is in competition with or a substitute for a product or service provided by the Company or its subsidiaries, or (ii) except in his capacity of carrying out his duties as the Chief Executive Officer of Torrent, solely with respect to activities substantially similar to the Business, solicit business from, attempt to conduct business with, or conduct business with any client or customer of the Company or its subsidiaries with whom the Company or its subsidiaries conducted business within the prior forty-eight (48) months and who or which: (1) ▇▇▇▇▇▇▇▇ contacted, called on, serviced or did business with during ▇▇▇▇▇▇▇▇’▇ employment with Torrent; (2) ▇▇▇▇▇▇▇▇ learned of as a result of ▇▇▇▇▇▇▇▇’▇ employment with Torrent; or (3) about whom ▇▇▇▇▇▇▇▇ received Confidential Information.

Non-Interference/Non-Solicitation. (a) As a material inducement for Acquiror to enter into this Agreement, and in order to protect the confidential and proprietary information and the goodwill that is conveyed by Seller hereunder, Seller agrees to enter into this Section 6.13. Seller hereby agrees that, during the Restricted Period, Seller shall not, and Seller shall cause Seller’s Affiliates not to, directly or indirectly: (i) knowingly and intentionally interfere with the business relationship between Acquiror or any SRLP Entity following the Closing and any current or prospective customer of an SRLP Entity, or any Person that was a customer of an SRLP Entity within the twelve month period prior to Closing, including, with knowledge and intent to interfere with such business relationship, by soliciting, approaching, canvassing, encouraging or enticing any such Person to cease doing business with or reduce the amount of business conducted with any SRLP Entity or causing such Person to be solicited, approached, canvassed, encouraged or enticed to cease doing business with or reduce the amount of business conducted with any SRLP Entity; or (ii) engage or employ, or solicit or contact with a view to the engagement or employment of, any employee of any SRLP Entity (other than employees paid on an hourly basis and whose job is solely clerical or does not involve any supervisory responsibility) and who performs services with respect to the Business; provided, however, that Seller and any of its Affiliates may engage in general solicitations for employees in the ordinary course of business and consistent with past practice, including any search firm engagement which, in any such case, is not directed or focused on employees of the SRLP Entities or any other employee or contractor of Acquiror or any SRLP Entity. (b) Seller acknowledges and agrees that the scope of activity restrictions and duration of the covenants contained in this Section 6.13 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) Seller’s level of control over and contact with the SRLP Entities’ business, and association with the SRLP Entities’ goodwill in all jurisdictions in which they conduct business; (ii) Seller’s knowledge of the SRLP Entities’ confidential and proprietary information, which information is conveyed hereunder and would inevitably be disclosed if Seller were to violate any of the provisions of this Section 6.13; and (iii) the consideration that Seller is receiving in connectio...

Non-Interference/Non-Solicitation. For period of one (1) year from the date this Agreement is terminated, the Executive shall not, directly or indirectly, for himself or on behalf of others: a. Induce or attempt to induce any employee or independent contractor of the Corporation who was the Corporation’s employee or independent contractor within the one-year period prior to the termination of Executive’s employment, to leave the Corporation’s employ or to become employed or affiliated with any enterprise other than the Corporation; b. Persuade, or attempt to persuade, any customer of or supplier to the Corporation on whose account Executive worked within one (1) year prior to the termination of Executive’s employment, to cease doing business with or to reduce the amount of business it does with the Corporation; c. Persuade, or attempt to persuade, any potential customer to which Executive has made a formal or informal presentation, with which Executive has been having business-related discussions, or for which Executive had or has a specific marketing strategy, within one (1) year prior to the termination of Executive’s employment, not to hire the Corporation or to hire another company to provide products or perform services which the Corporation could provide; or d. Solicit for Executive or any person or entity other than the Corporation the business of any company on whose account Executive worked while Executive was employed by the Corporation, which is a customer of the Corporation or was a customer of the Corporation within one year prior to the termination of Executive’s employment.

Non-Interference/Non-Solicitation. To the fullest extent permitted by law, Executive agrees not to unlawfully interfere with any of the Company's contractual obligations or prospective business opportunities with others. Furthermore, Executive agrees not to use or disclose any of the Company's confidential proprietary or trade secret information. Additionally, Executive agrees, for a period of two (2) years from the Effective Date, not to contact, with the intent to solicit or solicit the business of any client, customer, creditor, or licensee or any current employee of the Company. Executive acknowledges that this Section 11 is a reasonable and necessary measure designed to protect the confidential proprietary and trade secret information of the Company, as well as its employment and business relationships, and does not prejudice Executive in his ability to work in his trade or profession.

Non-Interference/Non-Solicitation. Executive acknowledges that the identity and particular needs of the Company’s customers are not generally known and were not known to Executive prior to Executive’s employment with the Company; that the Company has relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding the Company’s pricing, sales, costs and specialized requirements of the Company’s customers are highly confidential and constitute trade secrets. Executive agrees that after the Separation Date and as long thereafter as any such information is still a trade secret (as such term is defined by California law) of the Company, Executive shall not, either directly or indirectly, either for Executive or for any other person or entity, use the Company’s trade secrets, which may include elements of the Company’s Confidential Information (as defined below), in order to induce or attempt to induce any current or prospective account, customer, prospect, supplier, vendor or other trade related business relation of the Company, or any subsidiary, affiliate or division thereof, to cease doing business with the Company or any subsidiary, affiliate or division thereof or reduce the amount of products or services it receives from the Company, or in any way interfere with the relationship or prospective relationship between any account, customer, prospect, supplier, vendor or other trade related business relation and the Company, or any subsidiary, affiliate or division thereof. Executive agrees that for a period of twelve (12) months after the Separation Date Executive shall not, either directly or indirectly, either for Executive or for any other person or entity, solicit or recruit or attempt to solicit or recruit any of the Company’s employees, consultants, contractors, agents or representatives to leave their employment or end their engagement with the Company. For purposes of this Section 4.1, “prospects” means entities or individuals which have had more than de minimis contact with the Company in the context of entering into a relationship with the Company being a provider or seller of products or services to such entity or individual.

Non-Interference/Non-Solicitation. Executive acknowledges and recognizes that in the course of performing services for the Company, Executive will have access to certain confidential and proprietary information of the Company and its affiliates that is extremely valuable to the Company and its affiliates and is not known to the general public. Accordingly, Executive agrees as follows: (a) Executive agrees that during the term of employment and until the first anniversary of the date of termination of Executive's employment with the Company or any subsidiary of the Company, as the case may be (the "Restricted