Example ContractsClausesConfidentiality, Intellectual Property, Non Solicitation, and Non Competition Agreement
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In consideration for your employment with the Company, the financial and other benefits you received from that employment, and/or access to Confidential Information and/or Trade Secrets, as defined in this Agreement, you agree that during employment with the Company, and for a period of one (1) year following your departure from the Company, you will not (directly or indirectly, in association with others or otherwise) engage in any activity for a competitive Business (as defined below) in which # the use, disclosure, or misappropriation of the Confidential Information and/or Trade Secrets you had access to or obtained during your employment with the Company may provide the competitive Business with a competitive advantage against the Company, and/or otherwise cause harm to the Company; or # you would be in a position to solicit or otherwise contact, on behalf of the competitive Business, any current or prospective Company customers and clients with whom you had personal contact or about whom you learned Confidential Information and/or Trade Secrets. The foregoing includes, without limitation, engagement as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a holder of less than 2% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant within any State in which the Company does business. For the avoidance of doubt, the term “State” as used in this agreement shall be interpreted to include any legal territory of the United States where the Company does business, including, by way of example, the District of Columbia. Further, for purposes of these Standard Terms and Conditions, the term “Business” means the transportation of goods in interstate commerce and related services in or through or for any State in which the Company or any of its affiliates provides such services directly or indirectly and any other activity that supports such operations including by the way of example but not limitation, marketing, information systems, logistics, technology development or implementation, terminal services and any other activity of the Company or any of its affiliates related to providing such services. This Section 5(G) is not intended to prevent you from engaging in any activity that is not substantially the same as or competitive with the Company’s Business.

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Non-Competition. In consideration of the Indemnitee’s nomination and election as a director and/or officer by the Company, Indemnitee agrees that, while acting as a director and/ or officer of the Company, he/she shall not provide services as a director or otherwise for any competitor of the Company, or engage, whether as a principal, partner or otherwise, in any business which is in direct or indirect competition with the business of the Company; provided, however, that nothing in this clause shall preclude Indemnitee from owning, directly or indirectly, solely as a passive investment, any shares or securities of any company, any part of which is listed or dealt in on any stock exchange or recognized securities market anywhere, and as long as such holdings or interests comport with the Company’s policy regarding conflicts of interest. Indemnitee shall notify the Company in writing of his/her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Non-Competition. In consideration for the amounts payable to Employee under this Agreement, Employee reaffirms his restrictive covenants obligations under the Outstanding Awards and any other agreement containing similar restrictive covenants and further agrees that the period during which he may not engage in any Business Activities in a Prohibited Capacity (each as defined in the Outstanding Awards) or similar competitive activity (as described under any other agreement) shall be extended (but not shortened, if longer) to be the three-year period following the Termination Date. Notwithstanding the foregoing, Employee shall not be treated as engaging in Business Activities in a Prohibited Capacity by virtue of Employee commencing employment with, or providing services to, a private equity, financial investor, or advisor that owns, invests in, operates, or advises a business that engages in any Business Activities that, if engaged in by Employee, would be treated as Employee engaging in Business Activities in a Prohibited Capacity, so long as Employee does not perform services, directly or indirectly, for the entity that is engaged in such Business Activities and that Employee does not reveal any confidential information of the Company, in any capacity whatsoever, to such private equity, financial investor, or advisor, its respective Subsidiaries, including any business owned, invested in, operated or advised by the foregoing, or any of their respective directors, officers, employees, advisors or other service providers.

Non-Competition. For a period of three (3) years from the Closing Date (the “Restriction Period”), none of Sellers or Sellers’ Affiliates shall, directly or indirectly, # engage in, acquire, own, manage, operate, finance, control, guarantee the obligations of, or otherwise participate as an employee, officer, director, equityholder, partner or joint venture partner of any business that is competitive with the Business anywhere in North America (a “Competing Business”) or a Person engaged in a Competing Business, # act as a consultant, advisor, agent or representative of any Competing Business or Person with respect to a Competing Business, or # license or transfer any of the trademark, trade dress, internet address, trade name, service mark, logo or design of Sellers or Seller’s Affiliates, or permit the use of the same by, any Competing Business or Person for use in a Competing Business; provided, however, that the forgoing shall not prohibit the Sellers or any of their respective Affiliates from acquiring or otherwise owning less than a five percent (5%) the voting power of a Person engaged in a Competing Business, solely as an investment and without participating the management of such Person.

Non-Competition. For a period of five (5) years following the Closing Date, the following parties shall not directly or indirectly develop or purchase any self storage facility within a five (5) mile radius of the Project: Seller, Park Grove Realty, LLC, Andrew Crossed, Andrew Bodewes (collectively, the “Seller Parties”). The Seller Parties acknowledge that the restrictions set forth in this Paragraph 24 are reasonable and necessary for the protection of Buyer’s purchase of, and interest in, the Property. This Paragraph 24 shall survive Closing.

Non-Competition. Provider shall cause each of its Provider Professionals to enter into a restrictive covenant agreement prohibiting the Provider Professional from competing with Provider and Manager in the form directed by Manager.

Non Competition. Except to the extent specifically authorized in this Agreement, PTG shall not, nor shall it permit any subsidiary or affiliate to, engage in the marketing of Wound Care products or therapies that are Directly Competitive with products or therapies for Wound Care applications being then marketed by HWC. A product or therapy marketed by PTG will be deemed to be “Directly Competitive” with a product or therapy marketed by HWC if the PTG product or therapy is used to eliminate a sign of a wound; a PTG product or therapy will not be deemed to be Directly Competitive by reason of use of the PTG product or therapy to eliminate or prevent a cause or symptom of a wound.

Non-Competition. During the Restricted Period, as defined below, you agree not to, directly or indirectly, provide Restricted Services, as defined below, whether as an employee , worker, independent contractor, volunteer, director, owner, advisor, partner, or otherwise, to any entity that provides products or services that compete with any products or services (such entity, a "Competitor") within the Restricted Area, as defined below, except with prior written approval from the Company. Nothing herein shall prevent you from owning up to 2% interest in a publicly traded company which sells or engages in services that compete with . In addition, nothing herein shall prevent you from acting as an officer, employee, agent, independent contractor or consultant to a Competitor which engages in multiple lines of business, one or more of which may compete with products or services, if you have no direct or indirect involvement, participation, oversight or responsibility with respect to the unit, division, group, or other area of operations which cause such entity to be a Competitor.

Your employment with the Company is on an exclusive and full-time basis, and while you are employed by the Company, you shall not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) to the Company. During the Non-Competition Period, you shall not directly or indirectly engage in or participate as an owner, partner, holder or beneficiary of stock, stock options or other equity interest, officer, employee, director, manager, partner or agent of, or consultant for, any business competitive with any business of the Company without the prior written consent of the Company. This provision shall not limit your right to own and have options or other rights to purchase not more than one percent (1%) of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, unless such ownership constitutes a significant portion of your net worth.

Non-competition. The Employee agrees that while employed by the Company and for a period of one (1) year thereafter, the Employee will not, without the prior written consent of the Company, anywhere in Canada, the United States or any country within the European Union, directly or indirectly, advise, manage, carry on, be engaged in, own or lend money to, or permit the Employee’s name or any part thereof to be used or employed by any person managing, carrying on or engaged in a business which is in direct competition with the Business of the Company where the Employee would be providing professional services which relate to therapeutic antibody modeling, design, modification and commercialization for industrial and pharmaceutical applications.

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