Non-Solicitation; Non-Competition Clause Samples

Non-Solicitation; Non-Competition. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of...

Non-Solicitation; Non-Competition. The period from the Start Date through the Termination Date, as defined in Section 2 of the Employment Agreement, plus one year after the Termination Date is defined for this Agreement as the “Non-Competition Period”. During the Non-Competition Period, Employee shall not, without the Company’s prior written consent, directly or indirectly, (a) call on any person or entity who, at the time of such call, is a customer of the Company or any parent or subsidiary of the Company, with respect to the purchase of any goods or services which are, at the time, being offered by the Company or any parent or subsidiary of the Company or which are under development by the Company or any parent or subsidiary of the Company at the time of Employee’s employment, (b) solicit or induce or attempt to solicit or induce any customer of the Company or any parent or subsidiary of the Company to reduce, or take any action which would reduce, its business with the Company or any parent or subsidiary of the Company, (c) solicit or attempt to solicit any Employees of the Company or any parent or subsidiary of the Company to leave the employ of the Company or any parent or subsidiary of the Company, or (d) hire any Employees or former Employees of the Company or any parent or subsidiary of the Company or cause any entity with which Employee is affiliated or in which Employee owns an equity interest to hire any such Employees or former Employees except as specifically defined in this agreement. As used herein, the term “former Employee” means a person who has been an Employee of the Company or any parent or subsidiary of the Company within the twelve-month period prior to the date of determination.

Non-Solicitation; Non-Competition. During your employment and for a period of twelve (12) months (the “No-Raid Period”) following your termination for any reason you will not directly or indirectly solicit, induce or attempt to influence any associate to leave the employment of the Company, nor will you hire any such associate or assist any other person or entity in doing so (each such activity, a “Raiding Activity”). During your employment and for a period of twenty four (24) months following your termination for any reason, you will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes, or plans to compete, with the Company or its products, nor will you call on or otherwise attempt (or assist the attempt) to solicit the business of any customer or client of the Company with whom you had direct contact or supervisory authority (each such activity, a “Competitive Activity”) in the 12-month period immediately preceding your separation (the “Non-Competition Period”). You specifically acknowledge the reasonableness of these postemployment restrictions, and along with the Company, authorize any court of competent jurisdiction to reform these restrictions to the minimum extent necessary, in the event such court finds any of these restrictions to be unreasonable.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 7, unless any Management Holder is a party to an employment or other similar agreement with the Company or any of its subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other agreement and shall not be bound by the provisions of this Section 7. (b) During the period commencing on the date of the Original Agreement and ending on the first anniversary of the date on which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates, the Management Holder shall not directly or indirectly through another Person (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 such Affiliate, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twenty four (24) months after such individual’s employment relationship with the Company or such Affiliate has been terminated or (iii) 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, on the one hand, and the Company or any such Affiliate, on the other hand. (c) Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder agrees that, during the period commencing on the date of the Original Agreement and ending on the date on which the Management Holder ceases to receive any payments related to salary...

Non-Solicitation; Non-Competition. Executive agrees and acknowledges that Executive’s right to receive the severance benefits set forth in Section 5 (to the extent Executive is otherwise entitled to such benefits) shall be conditioned upon Executive’s continued compliance with Section 8 (Non-Solicitation) and Section 9 (Non-Competition) of the PIIA and Section 8(b) of this Agreement. Upon any breach of this section, all severance benefits pursuant to this Agreement shall immediately cease including, without limitation, Executive’s right to exercise any stock options on a date that is more than ninety (90) days after the date that Executive’s employment was terminated.

Non-Solicitation; Non-Competition. (a) Executive agrees that, during the Term and until 12 months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities. (b) Executive further agrees that, during the Term and until 12 months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, without the express written consent of an authorized representative of the Company, (i) perform services within the Territory (as defined below) for any Competing Business (as defined below), whether as an employee, consultant, agent, contractor or in any other capacity, (ii) hold office as an officer or director or like position in any Competing Business, or (iii) request any present or future customers or suppliers of the Company or any of its Affiliated Entities to curtail or cancel their business with the Company or any of its Affiliated Entities. These obligations in (a) and (b) will continue for the specified period regardless of whether the termination of Executive’s employment was voluntary or involuntary or with or without Cause or for any other reason.

Non-Solicitation; Non-Competition. (a) During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by the Buyer or its Affiliates pursuant to Section 5.11 or any employee of the Buyer or its Affiliates whose total annual compensation is in excess of $100,000, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employee; provided that nothing in this Section 5.7(a) shall prevent the Seller or any of its Affiliates from (i) hiring or soliciting any employee whose employment with the Buyer or any of its Affiliates was terminated by the Buyer or its Affiliates or (ii) hiring or soliciting any employee whose employment with the Buyer or any of its Affiliates has been terminated by the employee, after 180 days from the date of termination of such employment. (b) During the Restricted Period, the Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Seller or its Affiliates whose total annual compensation is in excess of $100,000, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employee; provided that nothing in this Section 5.7(b) shall prevent the Buyer or any of its Affiliates from (i) hiring or soliciting any employee whose employment with the Seller or any of its Affiliates was terminated by the Seller or its Affiliates or (ii) hiring or soliciting any employee whose employment with the Seller or any of its Affiliates has been terminated by the employee, after 180 days from the date of termination of such employment. (c) During the Subject Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, engage in or do any of the following in the Territory: (i) manage, control, render services to or have any direct or indirect ownership interest in, any business or Person (except the Buyer or its Affiliates) in connection with the design, development, manufacture, license, distribution, marketing or sale of any product relating to the Licensed Donor Screening Field; or (ii) design, develop, manufacture, license, distribute, market, or sell any product relating to the Licensed Dono...

Non-Solicitation; Non-Competition. (a) Buyer, for itself and its Affiliates, hereby agrees that, for a period of one year from and after the Effective Date, it will not (and it shall cause its Affiliates not to), directly or indirectly, (i) solicit the employment of, employ, retain or seek to employ or retain, any Person who is employed by or retained as a consultant to OptiCare or any Affiliate of OptiCare other than Seller on the Effective Date or who was so employed or retained at any time during the one-year period immediately preceding the Effective Date, (ii) induce or attempt to induce any such Person to terminate his employment or consultancy with OptiCare or any such Affiliate, or (iii) assist any Person to do any of the foregoing; provided, however, that the prohibitions contained in this Section 6.4(a) shall not apply to any employee of or consultant to OptiCare or any such Affiliate whose employment or consultancy was terminated by OptiCare or such Affiliate. (b) Seller, for itself and its Affiliates, hereby agrees that, for a period of one year from and after the Effective Date, it will not (and it shall cause its Affiliates not to), directly or indirectly, (i) solicit the employment of, employ, retain or seek to employ or retain, any Person who is employed by or retained as a consultant to Buyer or any Affiliate of Buyer on the Effective Date, (ii) induce or attempt to induce any such Person to terminate his employment or consultancy with Buyer or any such Affiliate, or (iii) assist any Person to do any of the foregoing; provided, however, that the prohibitions contained in this Section 6.4(b) shall not apply to any employee of or consultant to Buyer or any such Affiliate whose employment or consultancy was terminated by Buyer or such Affiliate. (c) For a period of five years from and after the Effective Date, Seller agrees with Buyer not to engage, directly or indirectly, including through any Affiliate, in any business anywhere in the world that operates a "buying group" which purchases optical products at discounted prices for its members or supplies contact lenses or other vision care products mainly to eye-care practitioners through mail order, telephone, fax and the internet or, without the prior written consent of Buyer, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person ...

Non-Solicitation; Non-Competition. For a period of one (1) year following Termination Upon Change-in-Control: (i) the Executive will not solicit the services or business of any employee or consultant of the Company to discontinue that person’s or entity’s relationship with or to the Company without the written consent of the Company; and (ii) the Executive will not engage (whether as an employee, director, or independent contractor) in a business in which the Company or any subsidiary of the Company is engaged immediately prior to the Change-in-Control.