Noncompetition Sample Clauses
A Noncompetition clause restricts one party, typically an employee or contractor, from engaging in business activities that directly compete with the employer or contracting party for a specified period and within a defined geographic area after the relationship ends. This clause may prohibit the individual from working for competitors, starting a similar business, or soliciting the employer’s clients. Its core function is to protect the business’s confidential information, customer relationships, and market position by preventing unfair competition after the working relationship concludes.
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Noncompetition. (a) Seller agrees that, for a period of one (1) year following the date hereof (the “Non-Compete Period”), neither Seller nor any of Seller’s Affiliates shall without the prior written consent of the Company, directly or indirectly, anywhere in the United States (the “Territory”)
(i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or otherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become associated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the Company as now conducted (i.e., the business of BlueBlazer and its subsidiaries conducted or proposed to be conducted immediately prior to the closing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any suppliers, vendors or other material business relationships of the Company. As used in this Section 2 and Section 3 below, “Affiliate” of any particular person means any other person controlling, controlled by or under common control with such particular person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise. Nothing herein shall prohibit Seller or any of Seller’s Affiliates from being a passive owner of not more than 3% of the outstanding stock of a corporation which is publicly traded, so long as neither Seller nor any of Seller’s Affiliate have an active participation in the business of such corporation.
(b) Seller agrees that (i) the covenants set forth in this Section 2 are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement and the Merger Agreement.
(c) The Company and Seller intend that the covenants of this Section 2 shall be deemed to be a series of separate covenants, one for each county or province of each and every state within the Territory and one for each month of the Non-Compete Period.
(d) If, at the time of enforcement of this Section 2, a court shall hold that the duration or scope stated herein are unreasonable under...
Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or oth...
Noncompetition. 7.1 Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors or its subsidiaries in the line of business Executive is employed in by Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempts to acquire an interest in any business rel...
Noncompetition. In the event the Employee incurs a Separation from Service by the Company without Just Cause or terminates for Good Reason (as such terms are defined in Section 8(c) and Section 8(e), respectively) the provisions of this Section 6(c) will not apply. However, if the Employee incurs a Separation from Service for Just Cause or terminates without Good Reason during the period of his employment hereunder, and for a period of one year following the termination hereof, the Employee shall not, directly or indirectly:
(i) As owner, officer, director, stockholder, investor, proprietor, organizer or otherwise, engage in the same trade or business as the Company, as conducted on the date hereof, which would conflict with the interests of the Company or in a trade or business competitive with that of the Company, which would conflict with the interests of the Company, as conducted on the date hereof; or
(ii) Offer or provide employment (whether such employment is with the Employee or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within one (1) year prior to such offer or provision of employment has been, a management-level employee of the Bank or Corporation. This subsection 6(c)(ii) shall only apply in the event the Employee has a voluntary Separation from Service. The restrictions contained in this paragraph upon the activities of the Employee following Separation from Service shall be limited to the following geographic areas (hereinafter referred to as “Restricted Geographical Area”):
(1) Terre Haute, Indiana; and
(2) The ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇. Nothing contained in this subsection shall prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank or the Corporation, or, solely as a passive or minority investor, in any business. If the Employee does not comply with the provisions of this Section, the one-year period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide one full year of non-competition by the Employee after the termination or expiration of this Agreement.
Noncompetition. Except as may otherwise be approved by the Board, during the term of Executive’s employment, Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange if Executive (x) is not a controlling person of, or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own one percent (1%) or more of any class of securities of any such entity.
Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.
Noncompetition. (a) The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Executive’s employment and for a period of two (2) years after the termination thereof:
(i) the Executive will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any Restricted Territory;
(ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates;
(iii) the Executive will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and
(iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above.
(b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining ...
Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that:
(a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding.
(b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer):
(i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or
(ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates.
(c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at ...
Noncompetition. The parties recognize that in the course of Employee's employment with the Company, Employee has had and will continue to have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and, if and only if Employee's employment is terminated by the Company for Cause, as defined herein, or by Employee without Good Reason, as defined herein, for a period of one (1) year thereafter, he shall not, without the prior written consent of the Company, directly as principal, partner, director, or stockholder or through any corporation, partnership, or other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any capacity, or have any interest in or make any loan to, or otherwise be related with, any person, firm, corporation, association, or other entity located anywhere within fifty (50) miles of any of the Company's business locations and engaged in any business competing in any material way with the business of the Company or any subsidiary of the Company as such business exists as of the date of termination of employment; provided, however, that the foregoing shall not prevent Employee from owning up to five percent (5%) of the outstanding securities of, or being employed by, a publicly held corporation that may compete with the Company. For purposes hereof, a business shall not be deemed to be competing with the Company in a material way unless it manufactures, sells, distributes, or otherwise deals in one or more products manufactured, sold, distributed or otherwise dealt in by the Company and which product or products account for at least five percent (5%) of the Company's gross sales volume at the time in question. The parties believe, in light of the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of ...
Noncompetition. Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank's business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank's customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election not to continue automatic annual renewals, Executive shall not accept employment in La Crosse, Dane or St. Croix counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the thirty-six (36) months prior to Executive's termination and inclusive of the period covered by this covenant. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed...