Restriction on Relationships with Protected Customers. You understand and agree that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agrees that, during the Restricted Period, you shall not, without the prior written consent of the Company, directly or indirectly, on your own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom you had Material Contact on the Company's behalf during the twelve (12) months immediately preceding the termination of your employment. For purposes of this Agreement, you had "MATERIAL CONTACT" with a Protected Customer if (a) you had direct business dealings with the Protected Customer on the Company's behalf or (b) you were responsible for supervising or coordinating the dealings between the Company and the Protected Customer.
Appears in 2 contracts
Samples: Letter Agreement (Webmd Corp /New/), Letter Agreement (Webmd Corp /New/)
Restriction on Relationships with Protected Customers. You understand and agree that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted through your solicitation to your own use. Accordingly, you hereby agrees agree that, during the Restricted Period, you shall will not, without the prior written consent of the Company, directly or indirectly, on your own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, solicit or divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom you had Material Contact on the Company's behalf during the twelve (12) months immediately preceding the termination Date of your employmentTermination. For purposes of this Agreement, you had "MATERIAL CONTACTMaterial Contact" with a Protected Customer if (a) you had direct business dealings with the Protected Customer on the Company's behalf or behalf; (b) you were responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) you obtained Trade Secrets or Confidential Information about the customer as a result of your association with the Company.
Appears in 2 contracts
Samples: PSS World Medical Inc, PSS World Medical Inc
Restriction on Relationships with Protected Customers. You understand and agree that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agrees agree that, during the Restricted Period, you shall not, without the prior written consent of the Company, directly or indirectly, on your own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom you had Material Contact on the Company's ’s behalf during the twelve (12) months immediately preceding the termination of your employmentDetermination Date. For purposes of this AgreementSection, you had "MATERIAL CONTACT" “Material Contact” with a Protected Customer if (a) you had direct business dealings with the Protected Customer on the Company's ’s behalf or (b) you were responsible for supervising or coordinating the dealings between the Company and the Protected Customer.
Appears in 1 contract
Samples: Tree.com, Inc.