Restrictive Undertakings Clause Samples
A Restrictive Undertakings clause sets out specific obligations or limitations that a party agrees to observe, typically to prevent certain actions that could harm the interests of the other party. These undertakings may include non-compete provisions, restrictions on soliciting employees or clients, or prohibitions on disclosing confidential information. By clearly defining what actions are restricted, this clause helps protect business interests and maintain fair competition, ensuring that parties adhere to agreed boundaries during and sometimes after the contractual relationship.
Restrictive Undertakings. (A) NONCOMPETITION COVENANT. The restrictive covenants set forth in this Section 5.9 are a material inducement for Bridgeline to enter into this Agreement. For good and valuable consideration provided pursuant to this Agreement, the receipt and sufficiency of which is hereby acknowledged, each Shareholder agrees that, during the Restrictive Period (as hereinafter defined), he shall not, directly or indirectly, (i) invest (except for the ownership of less than 3% of the capital stock of a publicly held company), or hold a directorship or other position of authority in any of Bridgeline's Direct Competitors ("DIRECT COMPETITORS" defined as: any person or entity, or a department or division of an entity, whereby more than 25% of the person's or entity's total revenues are derived from the Competitive Services ("COMPETITIVE SERVICES" defined as design and development for third parties of: on-demand web property management tools and custom web applications (including but not limited to content management, analytics, eCommerce, digital asset management, relationship management, eNewsletters, eSurveys, event registration, and grants management), custom application development, usability engineering, eCommerce development, rich media development, eTraining development, and search engine optimization), (ii) undertake preparation of or planning for an organization or offering of Competitive Services, (iii) combine or collaborate with other employees or representatives of Bridgeline or any third party for the purpose of organizing, engaging in, or offering Competitive Services, or (iv) be employed by, serve as a consultant to or otherwise provide services to (whether as principal, partner, shareholder, member, officer, director, stockholder, agent, joint venturer, creditor, investor or in any other capacity), or participate in the management of a Direct Competitor or participate in any other business that Bridgeline may currently be engaged. The foregoing restrictive covenant shall terminate with respect to a Shareholder if such Shareholder's employment by Bridgeline is terminated following the Closing without "cause" or for "good reason" in accordance with the terms of his Employment Agreement.
Restrictive Undertakings. 7.1 Customers, suppliers and employees The Covenantor undertakes with the Buyer that he will not at any time during the period of two years and eleven months after Completion, directly or indirectly and whether alone or in conjunction with, or on behalf of or by way of assistance to, any other person:
7.1.1 canvass or solicit the custom of any person who was at any time during the period of six months before Completion a customer of the Company (or having been solicited by the Company as a prospective customer) for the supply of goods and/or services which are competitive with any of those supplied to such person (or in relation to which they were solicited) by the Company at any time during the period of six months before the Completion Date; or
7.1.2 do anything which he knows or ought reasonably to know would cause or be reasonably likely to cause any person who was at any time during the period of six months before the Completion Date a supplier to the Company of goods and/or services to cease or materially reduce its supply of those goods and/or services to the Company; or
7.1.3 solicit or entice away from the Company or employ or (directly or indirectly) offer employment or a consultancy to any person who is then an employee of the Company and who at Completion was:
7.1.3.1 an employee of the Company and likely (in the reasonable opinion of the Buyer) to be in possession of Confidential Information relating to, or able to influence the customer relationships or connections of, the Company or is in possession of Confidential Information relating to the following products of the Company: ANALYSIS, VOIP ANALYSIS, SPLITBILL, DYNAMIC REPORTS, SMARTBILL, OR EMPULSE; or
7.1.3.2 a senior employee, earning a salary of more than L20,000
7.1.4 except as the holder for investment of less than 5% in nominal value of the issued share capital of a company whose shares are listed on a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) be engaged, concerned or interested within the Restricted Area in any Relevant Business.
Restrictive Undertakings. (a) NONCOMPETITION COVENANT. The restrictive covenants set forth in this Section 3.7 are a material inducement for Bridgeline to enter into this Agreement. For good and valuable consideration provided pursuant to this Agreement, the receipt and sufficiency of which is hereby acknowledged, each the Shareholders agree that, during the Restrictive Period (as hereinafter defined), she shall not, directly or indirectly, (i) engage in any activities either on her own behalf or that of any other business organization (whether as principal, partner, shareholder, member, officer, director, stockholder, agent, joint venturer, consultant, creditor, investor or otherwise) which are in direct or indirect competition with or similar to the business, products or services of the Company in the area of web services, web content management and design, whether for non-profit or for-profit organizations, in the United States (the "COMPETITIVE SERVICES"), (ii) offer Competitive Services, or (iii) combine or collaborate with other employees or representatives of Bridgeline or any third party for the purposes of organizing, engaging in, or offering Competitive Services. The foregoing restrictive covenant shall not restrict the Shareholders from providing the Competitive Services to any organization as an employee of or consultant to such organization in the event either Shareholder's employment by Bridgeline is terminated following the closing without "cause" or for "good reason" in accordance with the terms of their Employment Agreements.
Restrictive Undertakings. The Company has not made any payment to which ss.225 or 226 ITEPA apply.
Restrictive Undertakings