Example ContractsClausesAcknowledgment of Restrictive Covenants
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Acknowledgment of Restrictive Covenants. Each of the Seller Parties hereby agrees to abide by his or its respective Restrictive Covenants and acknowledges and agrees that the payment of the Closing Consideration shall constitute, among other things, full consideration for his and its respective Restrictive Covenants, and the associated Goodwill included in the Acquired Assets.

Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this are collectively referred to as the “Restrictive Covenants.”

Restrictive Covenants. In consideration for the employment offered to Executive by the Company and such other good and valuable consideration received and acknowledged by Executive to be adequate and sufficient, including the Equity Incentives set forth in [Section 4(b)] and the Relocation Bonus set forth in [Section 4(e)], Executive agrees:

3.1During the period of the Executive’s employment with the Company and for a period of one year following the Separation Date (other than upon a termination without Cause, in which case the obligations under this [Section 3.1] cease upon separation from employment, absent a mutual agreement of the parties in a new agreement with respect to such period), the Executive shall not, directly or indirectly, own, manage, control, operate, be employed by, participate in or be connected with the ownership, management, operation or control of any business which competes with the Company or any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Executive would be performing job duties or services for the Competitor that are of a similar type that the Executive performed for the Company at any time during the last two years of the Executive’s employment. The Executive acknowledges that undertaking any leadership role for a Competitor would constitute performing job duties or services of a similar type that he performed for the Company. Further, for purposes of this [Section 3.1], “Restricted Area” shall mean the geographic areas in which the Executive, during the last two years of employment, provided services or had a material presence or influence (which, given his position as Chief Operating Officer, would be any area in which the Company was conducting business). The foregoing shall not apply to passive ownership of less than 5% of the outstanding stock of a publicly held corporation, which ownership is disclosed to the CEO. The restricted period will be extended to two years following cessation of employment if the Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, in which case the duration may not exceed 2 years from the date of cessation of employment. Before agreeing to this [Section 3.1] the Executive has the right to and is encouraged to consult with counsel. The Executive agrees that he is receiving mutually-agreed consideration appropriate to support these restrictions pursuant to the additional compensation for which he is eligible pursuant to this Agreement in [Sections 2.3] and/or 4.5. The Executive further acknowledges that the agreement not to compete with the Company contemplated by this [Section 3.1] (the “non-competition agreement”) is supported by fair and reasonable consideration independent from the Employee’s continued employment, and that, notwithstanding the immediate effectiveness otherwise of this Agreement upon the Parties execution of the Agreement, the non-competition agreement shall not take effect until the later of # eleventh (11th) business day following the date on which the Company provided this Agreement to the Executive for review and execution; and # the Executive’s execution of this Agreement.

Restrictive Covenants. In consideration of the terms of this Award and your access to Confidential Information, you agree to the restrictive covenants and associated remedies as set forth below, which exist independently of and in addition to any obligation to which you are subject under the terms of the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions (the “TSA”):

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the Company’s business. Accordingly, Executive agrees as follows:

Restrictive Covenants. Simultaneously with the execution of this Agreement, Executive shall execute the Employee Non-Competition and Confidentiality Agreement attached hereto as [Exhibit A] (the “Non-Competition and Confidentiality Agreement”).

Restrictive Covenants. The Executive acknowledges that he remains bound by the provisions of the “Restrictive Covenants” section of the 2008 Agreement (the “Restrictive Covenants”), which provisions shall be deemed incorporated herein. The Executive acknowledges that the Restrictive Covenants # are necessary for the protection of the legitimate interests of the Company Releasees, # are reasonable in terms of time, geographic scope, and activities restricted, # do not stifle the inherent skill and experience of the Executive, # will not interfere with the Executive’s ability to earn a livelihood, and # do not confer a benefit upon the Company disproportionate to the detriment to the Executive. The Executive acknowledges that if he were to breach any of the Restrictive Covenants, such breach would result in immediate and irreparable harm to the Company that cannot be adequately or reasonably compensated at law. Accordingly, the Executive agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, if it so elects (and in addition to seeking other available remedies, under this paragraph or otherwise), to seek from a court any temporary, preliminary, and permanent injunction, without being required to post a bond, enjoining and restraining such breach or threatened or attempted breach by the Executive. The Executive further agrees that if the Executive materially breaches any of the Restrictive Covenants, then the Executive shall be obligated to repay to the Company the full amount of the cash Severance Benefits previously paid to the Executive.

Restrictive Covenants. Executive acknowledges that in the course of his employment with the Companies, Executive has acquired Confidential Information and that such information has been disclosed to Executive in confidence and for the Company's use only. Executive acknowledges and agrees that, on and after the Termination Date, Executive shall

Restrictive Covenants. Executive acknowledges that the Company is engaged in a highly competitive business and that the preservation of its Proprietary or Confidential Information (as defined in [Section 6(a)] below) to which Executive has been exposed or acquired, and will continue to be exposed to and acquire, is critical to the Company’s continued business success. Executive also acknowledges that the Company’s relationships with its business partners hereinafter “Business Partners” which means NCM LLC, AMC, Cinemark and Regal and all their respective Affiliates together with any chain, circuit or group (of any nature of description) of movie theaters or like venues which now or hereafter enter into business relations with the Company), are extremely valuable and that, by virtue of Executive’s employment with the Company, she may have contact with such Business Partners on behalf of and for the benefit of the Company. As a result, Executive’s engaging in or working for or with any business which is directly or indirectly competitive with the Company’s business, given Executive’s knowledge of the Company’s Proprietary or Confidential Information, would cause the Company great and irreparable harm if not done in strict compliance with the provisions of this [Section 6]. Therefore, Executive acknowledges and agrees that in consideration of all of the above and in exchange for access to the Company’s Proprietary or Confidential Information Executive will be bound by, and comply in all respects with, the provisions of this [Section 6].

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