Termination; Competition Clause Samples
The Termination Competition clause defines the process and conditions under which parties may end their agreement if a competitor becomes involved or certain competitive circumstances arise. Typically, this clause outlines specific triggers—such as a party merging with, being acquired by, or entering into a significant relationship with a competitor—that allow the other party to terminate the contract without penalty. Its core function is to protect the parties from being forced to continue a business relationship that could compromise their competitive position or sensitive information, thereby managing risk and maintaining fair competition.
POPULAR SAMPLE Copied 5 times
Termination; Competition. Anything herein to the contrary notwithstanding, if within two (2) years after involuntary termination (including resignation with Good Reason), the Executive engages in Competition with the Company (without prior authorization given by the Committee in writing), or, if the Executive is discharged by the Company or its subsidiaries for Cause, payments otherwise payable under this Agreement to the Executive or the Executive’s Surviving Spouse will, in the sole discretion of the Committee, be forfeited and the Company will have no further obligation under this Agreement to the Executive or the Executive’s Surviving Spouse. Anything herein to the contrary notwithstanding, no benefits are payable under this Agreement if the Executive engages in Competition with the Company at any time before, during or after his voluntary resignation (except in the case of Competition with the Company that begins more than two (2) years after a resignation with Good Reason). For purposes of this Agreement, the term “Cause” shall mean (a) the conviction of the Executive by a court of competent jurisdiction of a crime which constitutes a felony under any state or federal law, (b) an act by the Executive which in the reasonable opinion of the Board of Directors constitutes an intentional theft of property of the Company or its subsidiaries, (c) the willful and continued failure or refusal of the Executive to perform his duties, or (d) gross negligence or willful misconduct on the part of the Executive that is materially and demonstrably detrimental to the Company or its subsidiaries (as determined by the Board of Directors in its reasonable discretion). For purposes of this Section 2.3, “Competition with the Company” shall occur if the Executive, directly or indirectly, (a) comes to own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any other manner with, any business (but which shall exclude executive’s ownership of less than 1% of any class of equity or debt security of a publicly-traded competing business) which, in the judgment of the Board of Directors, is in substantial competition with the Company (unless the Executive has first obtained the Board’s prior written consent) and which is located within, or is actively directing marketing efforts within, ten (10) miles of any location of the Company or any of its subsidiaries, (b) solicits customers of the Company or any of its subsidiaries to ...
Termination; Competition. Employee will not, except on behalf of Company or an affiliate of Company, at any time during the period commencing on the date of this Agreement and continuing for a period equal to the Noncompete Term after the Termination Date: within the geographic territory in which the Employee operates (the "Area") directly or indirectly, either individually or as an owner, manager, supervisor, administrator, consultant, instructor, or executive employee, take a position with another business entity which is in the same or essentially the same business as the Company in which his/her duties and responsibilities are similar to those performed by the Employee for the Company as of the date of this Agreement; in competition with the Company, solicit or otherwise attempt to establish for himself or any other person, firm or entity which is engaged in any business which is the same or essentially the same as the business of the Company, any business relationships with any person, firm or corporation which is in the Area; in competition with the Company, solicit or otherwise attempt to establish for himself or any other person, firm, or entity which is engaged in any business which is the same or essentially the same as the business of the Company, any business relationships with any person, firm or corporations which was, during the twenty-four (24) months preceding the Employee's termination of employment with the Company, a customer of the Company with whom he/she had substantial business contact. Notwithstanding the above, nothing contained herein shall be construed to prohibit Employee from owning either of record or beneficially not more than five percent (5%) of the shares or other equity interest of any Person that provided products or services competitive with the products or services sold by the Company. Disparagement. Employee shall not at any time make false, misleading or disparaging statements about Company, including its products, services, management, employees, and customers. Prior Agreements. Employee warrants that Employee is not under any obligation, contractual or otherwise, limiting or affecting Employee's ability or right to perform freely Services for the Company. Upon execution of this Agreement, Employee will give Company a copy of any agreement, or notify Company of any agreement if a written agreement is not available, with a prior employer or other Person purporting to limit or affect Employee's ability or right to perform Services for Company...
Termination; Competition. During employment and for three years after the Termination Date, Employee will not provide Services within the Territory to any Person selling products identical to or reasonably substitutable for FATS Products.
Termination; Competition. Orthodontic Entity expects to invest considerable time, effort, and capital in enhancing the value and desirability of the skills of the Orthodontist. Both this investment and the Orthodontist's individual compensation reflect Orthodontic Entity's expectation of receiving a considerable return from the exclusive use of the Orthodontist's services and know-how in the future, free from any danger that Orthodontic Entity's
Termination; Competition. Employee will not, except on behalf of Company or an affiliate of Company, at any time during the period commencing on the date of this Agreement and continuing for a period equal to the Noncompete Term after the Termination Date:
Termination; Competition. 5.1 The restrictions contained in the following table shall apply to Sellers who cease to be Managers: If Manager ceases to be a Manager following a Change of Control, he will not engage in Competitive Activity until the expiry of six months from the Change of Control If Manager ceases to be a Manager following a Change of Control, he will not engage in Competitive Activity until the expiry of three months from the Change of Control If Manager ceases to be a Manager other than (a) following a Change of Control or (b) for the reasons set out in paragraphs 4.1(a), 4.1(b), 4.1(f) or 4.1(g), he will not for a period of six months from the Termination Date engage in Competitive Activity If Manager ceases to be a Manager other than (a) following a Change of Control or (b) for the reasons set out in paragraphs 4.1(a), 4.1(b), 4.1(f) or 4.1(g), he will not for a period of three months from the Termination Date engage in Competitive Activity
5.2 Upon the Dismissal Without Cause of a Manager (other than where he or she is Constructively Dismissed (as defined in the Evercore LLP Agreement)), then the period for which the restriction applying to that Manager in paragraph 5.1 above shall be reduced so that such period shall expire on the same date as the expiry of that Manager’s notice period.
5.3 If a Manager breaches his obligations under paragraph 5.1 or 5.2 above, the Manager shall on the date on which such breach is either (i) admitted in writing by that Manager or (ii) determined by a court of competent jurisdiction against the Manager, which determination is not appealed by the Manager within 20 Business Days:
(a) forfeit any Transfer Restricted Shares, together with all certificates representing such Transfer Restricted Shares; and
(b) forfeit any right to (i) Unvested Shares and (ii) Deferred Cash Consideration that is not already due to that Seller pursuant to the terms of this Deed as at that date.
Termination; Competition. Employee will not, except on behalf of Company or an affiliate of Company, at any time during the period commencing on the date of this Agreement and continuing for a period equal to the Noncompete Term after the Termination Date: within the states of Ohio, Massachusetts, Pennsylvania and New York (the "Area"), directly or indirectly, either individually or as an owner, manager, supervisor, administrator, consultant, instructor or executive employee, take a position with another business entity which is in the same or essentially the same business as the Company in which his/her duties and responsibilities are similar to those performed by the Employee for the Company as of the date of this Agreement; in competition with the Company, solicit or otherwise attempt to establish for himself or any other person, firm or entity which is engaged in any business which is the same or essentially the same as the business of the Company, any business relationships with any person, firm or corporation which is in the Area; in competition with the Company, solicit or otherwise attempt to establish for himself or any other person, firm or entity which is engaged in any business which is the same or essentially the same as the business of the Company, any business relationships with any person, firm or corporation which was, during the twenty-four (24) months preceding the Employee's termination of employment with the Company, a customer of the Company with whom he/she had substantial business contact. Notwithstanding the above, nothing contained herein shall be construed to prohibit Employee from owning either of record or beneficially not more than five percent (5%) of the shares or other equity interest of any Person that provided products or services competitive with the products or services sold by the Company.
Termination; Competition. During employment and for a period equal to the longer of (i) 12 months following his Termination date or (ii) the period during which Executive is paid pursuant to the terms of his Employment Agreement, Executive will not, within the Territory, be employed or engaged by a Competing Business as a director, executive, officer, manager, consultant or equivalent position.