Non-Solicitation, etc Clause Examples
A Non-Solicitation clause restricts one party from directly or indirectly soliciting the employees, clients, or customers of the other party, typically during and for a specified period after the business relationship ends. In practice, this means that a former employee or business partner cannot approach or hire staff from the other party, nor can they attempt to lure away clients or customers for their own benefit. The core function of this clause is to protect the business interests and relationships of a company by preventing unfair competition and the loss of valuable personnel or clientele following the end of a contractual relationship.
Non-Solicitation, etc. In further consideration of the other terms and provisions of this Agreement, and to protect the vital interests of the Company, upon termination of his employment for any reason, for a period of two (2) years after the termination of his employment, Employee agrees and binds himself that he shall not, directly or indirectly, or as a member, shareholder, officer, director, consultant or employee of any other person or entity, compete with the Company or own, manage, operate, join, control or participate in the ownership, management, operation, or control of, or become employed by, consult or advise, or be connected in any manner with any business or activity which is in actual, direct or indirect competition or anticipated competition with the Company, within those counties, parishes, municipalities or other places listed in Attachment 1 annexed hereto and made a part hereof, so long as the Company, or carries on the business presently conducted by the Company, being the supply of industrial piping systems for new construction and retrofit projects, which includes design and engineering services, piping system fabrication, manufacturing and sale of specialty pipe fittings, design and fabrication of pipe support systems and industrial and commercial construction and maintenance. Not by way of limitation or exclusion, Employee shall not, within the aforesaid locations and during the aforesaid time period, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers or distributors of the Company, with whom the Company had any dealings during the period of Employee's employment hereunder or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Company, or interfere with or attempt to interfere with any officers, employees, distributors, representatives or agents of the Company, or employ or induce or attempt to induce any of them to leave the employ of the Company or violate the terms of their contracts, or any employment arrangements, with the Company. Employee acknowledges and agrees that any breach of the foregoing covenant not to compete would cause irreparable injury to the Company and that the amount of injury would be impossible or difficult to fully ascertain. Employee agrees that the Company shall, therefore, be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the covenant not to compete hereinabove set forth, in addition...
Non-Solicitation, etc. (a) XXXXX acknowledges and agrees that the terms and conditions of the *** (collectively, the “Xxxx Agreements”), remain in full force and effect. Unless otherwise agreed in writing by ONYX, during any time when ***, XXXXX shall *** comply with the terms and conditions of the Xxxx Agreements. *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(b) Unless otherwise agreed in writing by ONYX, following the Effective Date and at all times during the Restricted Period, XXXXX shall not, and shall cause its Affiliates and Sublicensees not to, recruit, offer employment to, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade to leave the employ of ONYX or any of its Affiliates, any Person who was, or who becomes, an employee of ONYX or any of its Affiliates during such Restricted Period. Notwithstanding the foregoing, the Parties acknowledge and agree that it shall not be a breach of this Section 6.5 (Non-Solicitation, Etc.) for XXXXX, or *** an officer, director or employee of XXXXX, to recruit, offer employment to, employ or engage as a consultant the individuals set forth on Exhibit E; provided, however, that the foregoing exception shall not apply to ***.
Non-Solicitation, etc. Notwithstanding anything to the contrary contained herein, the Company is not making, and shall not be deemed to have made, any offer to sell securities to the Purchaser or any solicitation of an offer to buy securities from the Purchaser. Any offer by the Company to the Purchaser to purchase securities or solicitation by the Company of an offer to buy securities from the Purchaser shall be made pursuant to the Shelf Registration Statement with respect to the proposed Rights Offering which covers an offer to Purchaser of the Standby Securities.
Non-Solicitation, etc. During the Restricted Period, I will not directly or indirectly recruit, solicit, induce, or attempt to induce any of the employees or consultants of the Company or any of its subsidiaries to terminate their employment or consulting relationship with the Company or such subsidiary; and will not assist any other person or entity to do so, or be a proprietor, equityholder, investor (except as a passive investor holding not more than 2% of the capital stock of a publicly held company), lender, partner, director, officer, employee, consultant, or representative of any person or entity who does or attempts to do so.
Non-Solicitation, etc. (a) Seller agrees that for a period commencing on the date hereof and continuing for two years in the case of the persons identified in Schedule R as Shoreview or Champaign Management personnel, and one year in the case of any other employee, it will not solicit to hire or hire any person employed by the Buyer or any of Buyer's corporate affiliates in any capacity in connection with the business of Xxxxxxx as conducted by Buyer or Buyer's affiliates. Seller shall not be deemed to be in breach of this provision if it hires any person after such person's employment has been terminated by Buyer or Buyer's affiliates, provided that Seller has not solicited the hire of such person prior to the termination of his employment by Buyer or Buyer's affiliates.
(b) Buyer agrees that for a period commencing on the date hereof and continuing until the earlier of 180 days after the Closing Date or the date on which the Georgia press is removed from the Xxxxxxx facility in Champaign, Illinois, it will not solicit to hire or hire any person who works on the Georgia press who is employed by the Seller or any of Seller's corporate affiliates. Buyer shall not be deemed to be in breach of this provision if it hires any person after such person's employment has been terminated by the Seller of Seller's affiliates, provided that Buyer has not solicited the hire of such person prior to termination of his employment by Seller or Seller's affiliates.
(c) In the event of breach by Seller of Section 11.02(a), the Buyer may, in addition to any other rights or remedies existing in its favor, apply to any court of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent violations of Section 11.02(a). In the event of an alleged breach or violation of any of the provisions of Section 11.02(a), the periods described therein shall be tolled until such alleged breach or violation is resolved.
(d) In the event of breach by Buyer of Section 11.02(b), the Seller may, in addition to any other rights or remedies existing in its favor, apply to any court of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent violations of Section 11.02(b).
Non-Solicitation, etc. Except on behalf of Buyer as approved by Buyer, for a period ending on the fifth (5th) anniversary of the Closing Date, no Restricted Person shall, for himself, herself, itself or any other Person, directly or indirectly:
(a) contact, solicit or do business with (i) any Customer or prospective Customer within the immediately two (2) years prior to the Closing, (ii) Buyer’s and its Affiliates’ customers and (iii) each such customer’s respective Affiliates (each of the foregoing, a “Restricted Customer”), in each case relating to any Competing Business;
(b) persuade or seek to persuade any Restricted Customer or any purchaser of services from Seller, Buyer or any of Buyer’s Affiliates to cease to do business or to reduce the amount of business which it has customarily done with Seller, Buyer or any of Buyer’s Affiliates, as applicable, or contemplates doing with Buyer or any of Buyer’s Affiliates, whether or not the relationship between Seller, Buyer or any of Buyer’s Affiliates and such Restricted Customer was originally established in whole or in part through the efforts of Seller;
(c) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity to Buyer or any of its Affiliates, or otherwise take any action which might detrimentally affect the reputation, image, relationships or public view of Buyer or any of its Affiliates; or
(d) attempt to do or do any of the foregoing, or assist, permit, entice, induce, encourage or allow any of such Restricted Person’s Affiliates, members, stockholders, or personnel or any other Person to do or attempt to do any activity which, were it done by Seller, would violate any provision of this Section 10.4.
Non-Solicitation, etc. Executive hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, equipment and other Confidential Information furnished to or prepared by Executive in the course of or incident to his employment, belong to the Company and shall be promptly returned to the Company upon termination of his employment with the Company. Executive agrees not to disclose to any person (other than an employee or agent of the Company or any affiliate of the Company entitled to receive the same) any Confidential Information relating to the business of the Company and obtained by him while providing services to the Company, without the consent of the Board, or until such information ceases to be confidential.
Non-Solicitation, etc. JWGFC and Seller, and their --------------------- respective subsidiaries and affiliates (now and in the future), and all directors and executive officers or other affiliates of same, shall not directly or indirectly solicit for employment, or advise or recommend to any other person or entity that they employ or solicit for employment, any employee, contractor or agent of the Company.
Non-Solicitation, etc. Through the end of the Term (which period will automatically be extended by a period of time equal to any period in which you are in breach of any obligations under this Section 6; which period, including any such extension, the "Restricted Period"), you will not directly or indirectly recruit, solicit, induce, or attempt to induce any of the employees or consultants of the Company to terminate their employment or consulting relationship with the Company.
Non-Solicitation, etc. For a period of five years after the Closing, Seller shall not, directly or indirectly, for itself or for any Person (other than the Purchaser) as to which it is an employee, officer, director, investor, agent or contractor, as applicable, directly or indirectly:
(a) contact, solicit or do business with any Customer relating to the provision of any aspect of the services included in the Business (whether or not contact is initiated by the Customer or an Affiliate thereof);
(b) employ or engage any Person who is then or at any time during the period beginning on December 27, 1999 and ending on the Closing Date was in the employ of Seller or (ii) attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing;
(c) persuade or seek to persuade any Customer or any purchaser of services from the Company to cease to do business or to reduce the amount of business which it has customarily done or contemplates doing with the Company, whether or not the relationship between Seller or the Company and such customer was originally established in whole or in part through Seller's efforts;
(d) take any action which is intended, or would reasonably be expected, to disparage the Company or its Affiliates or any of their respective employees, reputations or services or the Business or which would reasonably be expected to lead to unwanted or unfavorable publicity to any of them; or
(e) attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing.