Covenant Not to Compete. During the Restricted Period, Employee shall not, within the geographic areas composed of the circles surrounding the Bank’s then existing banking offices, with each circle having the applicable banking office as its center point and a radius of 25 miles (the “Territory”), directly or indirectly, in any capacity, render services, or engage or have a financial interest in, any business that shall be competitive with any of those business activities in which Bancorp or any of Bancorp’s subsidiaries or affiliates (the “Bank Group”) is engaged as of the date of this Agreement, which business activities include, but are not limited to, the provision of banking services (collectively, the “Business”); provided, however, that Employee’s ownership of less than five percent (5%) of the outstanding securities of any entity engaged in the Business that has a class of securities listed on a securities exchange or qualified for quotation on any over-the-counter market shall not be a violation of the foregoing. For purposes of this Agreement, “Restricted Period” shall mean the period of one (1) year after Employee’s Date of Termination.
Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods, and its subsidiaries and affiliates, and accordingly agrees that, during and for the applicable period set forth in [Section 7(c)], Executive shall not:
Covenant Not to Compete. Seller hereby covenants and agrees that neither Seller nor its affiliates, nor any of their successors or assigns, shall seek or accept any customers for regulated wastewater services in the State of Delaware for a period of ten years following the date of Closing.
and technologies during Term, including, but not limited to products or services involving aerogels and related materials science and technologies as well as any areas the Company develops an intention to engage during the Term.
Covenant Not to Compete. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with Company by either party for any reason, I will not , directly or indirectly, as a partner, employee, officer, director, agent, investor, owner, consultant or otherwise, solicit, perform or provide, or attempt to perform or
Covenant Not To Compete. At all times during Executive’s employment with McDonald’s and for a period of eighteen (18) months following Executive’s termination for any reason, whether with or without cause, at the option of McDonald’s or Executive, and/or with or without notice, Executive agrees and covenants that: # Executive shall not either directly or indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one or more Competitive Companies anywhere in the world. "Competitive Companies" shall mean any company in the ready-to-eat restaurant industry that competes with the business of [[McDonald's:Organization]], including any business in which [[McDonald's:Organization]] engaged during the term of Executive's employment and any business that [[McDonald's:Organization]] was actively considering conducting at the time of the Executive's termination of employment. Examples of Competitive Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings (and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic, Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Subway, Quiznos, Dunkin’ Brands, Seven-Eleven, Tim Horton’s, Starbucks, Jamba Juice, BoJangle’s, WaWa, Five Guys, Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry anywhere in the world, or which otherwise compete with [[McDonald's:Organization]]. Executive agrees to consult with the Executive Vice President of Human Resources, or his/her successor, for clarification as to whether or not McDonald’s views a prospective employer, consulting client or other business relationship of the Executive in the ready-to-eat industry not listed above as a Competitive Company; and # Executive shall not perform or provide, or assist any third party in performing or providing, Competitive Services anywhere in the world, whether directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person, entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design, development, manufacture, marketing or sale of a product, product line or service that competes with any product, product line or service of McDonald’s as they presently exist or as may be in existence or development on Executive’s termination date.
If Executive’s employment is terminated for the reasons set forth in Section 4(a) hereof, and such termination occurs prior to the end of the Executive’s term of employment under this Agreement, Executive agrees that, for a period of one (1) year following the effective date of his termination under Section 4(a), Executive shall not, without the written consent of the Board, become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, partner or trustee of any bank or bank holding company, savings bank, savings and loan association, savings and loan holding company, any mortgage or loan broker or any other entity competing with the Employer or its affiliates, if such position entails working within (or providing services within) the Atlanta metropolitan statistical area.
In consideration of his employment with the Company, Employee covenants and agrees that for a period commencing on the date of separation from employment for any reason, and ending twelve (12) months thereafter, Employee will not directly or indirectly:
Covenant Not To Sue. A covenant not to sue is a legal term which means I promise not to file a lawsuit in court. It is different from the General Release of claims contained in paragraph 1 above. In addition to waiving and releasing the claims covered by that paragraph 1 above, I further agree never to sue the Company and/or any of the other Releasees or become party to a lawsuit on the basis of any claim of any type whatsoever arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees. I agree not to become a member of any class in any case in which claims are asserted against the Company. I warrant and represent that I have not filed any complaint, claim or lawsuit against the Company with any governmental agency or with any court. Notwithstanding this Covenant Not To Sue, I may bring a claim against the Company and/or any of the other Releasees to enforce this Agreement or to challenge the validity of this Waiver and Release Agreement under the ADEA. I further acknowledge and agree in the event that I breach this paragraph, then # the Company shall be entitled to apply for and receive an injunction to restrain such violation of this paragraph, # I shall be obligated to pay the Company its costs and expenses incurred in enforcing this paragraph and defending against such lawsuit (including court costs, expenses and reasonable legal fees), and # as an alternative to (ii), at the Companys option, I shall be obligated upon demand to repay to the Company all but $250 of any severance payment paid to me under paragraph 2 of the Letter Agreement. I further agree that this Covenant Not to Sue will not affect the validity of the Letter Agreement and will not be deemed to be a penalty or a forfeiture.
The Parties agree that they shall not encourage, solicit, initiate, institute, commence, continue, file, or otherwise prosecute, whether directly or indirectly, or through a third party, any action, lawsuit, cause of action, claim, demand, or legal proceedings for or arising out of or relating to any claim, etc. released hereby. Notwithstanding anything herein to the contrary, a Party is allowed to commence an action to enforce the terms of the Agreement.
Covenant Not to Sue. At no time in the future will either party file or maintain any charge, claim or action of any kind, nature and character whatsoever against any of the Releases, (except to enforce the Agreement) or cause or knowingly permit any such charge, claim or action to be filed or maintained, in any federal, state or municipal court, administrative agency, arbitral forum or other tribunal, arising out of any of the matters covered by paragraph 5 above. Executive further agrees that he will not initiate, join, participate, encourage, or actively assist in the pursuit of any employment-related legal claims against Company or its parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns, whether the claims are brought on Executive's own behalf or on behalf of any other person or entity. Nothing in the paragraph shall preclude Executive from testifying truthfully in any legal proceeding pursuant to subpoena or other legal process.
Covenant Not to Challenge. After the Effective Date and for so long as ’s license is in force, further covenants on behalf of itself and its Affiliates that, except as # required by law or # in defense of an action for infringing the Licensed Enzo Patent Rights brought against , its Affiliates or their respective Related Persons (direct or indirect) involving any Products or Covered Third Party Products, neither nor its Affiliates shall knowingly and voluntarily contest (or assist in the contest) in any forum, including Federal Courts, whether under 28 U.S.C. §§ 2201-2202 or not, the United States Patent and Trademark Office, and/or the International Trade Commission, that the Licensed Enzo Patent Rights are valid and enforceable; provided, however, nothing in this Agreement shall prevent or its Affiliates from complying with or responding to any court or governmental order or subpoena relating to the Licensed Enzo Patent Rights. Notwithstanding the foregoing, nothing in this Agreement will preclude and its Affiliates from making
Covenant Not to Sue. Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to the Section above. If Borrower or any of its successors, assigns or other legal representatives, violates the foregoing covenant, Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys fees and costs incurred by any Releasee as a result of such violation.
Section # Confidential Information; Covenant Not to Compete; Covenant Not to Solicit
Confidentiality: Executive agrees that he will not disclose or make available to any other person or entity, or use for his own personal gain, monetary or otherwise, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder. For purposes of this Agreement, “Confidential Information” shall mean any and all information, data and knowledge that have been created, discovered, developed or otherwise become known to or any of its or ventures or in which property rights have been assigned or otherwise conveyed to or any of its or ventures, which information, data or knowledge has commercial value in the business in which is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation Confidential Information includes trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manual, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets or other financial information, projections, licenses, prices, costs, and employee, customer and supplier lists or parts thereof.
During the 24-month period preceding the date of this Agreement, # to Seller’s Knowledge, neither Seller nor, solely in respect of the Seller Business, any of its Affiliates have hired any employee or independent contractor in violation of any restrictive covenant, non-compete agreement or non-solicitation agreement to which such employee or independent contractor is a party and # no Person has made an allegation or asserted a claim that any Seller Party has hired any employee or independent contractor in violation of any such restrictive covenant, non-compete agreement or non-solicitation agreement.
Pursuant to the terms of the Executive Agreement and contingent upon his execution of this Agreement and strict compliance with the Restrictive Covenants, will pay Executive $58,826.86 each month (the “Monthly Non-Compete Payments”, and together with the Monthly SERP Payments, collectively, the “Monthly Separation Payments”) for 24 months following the Effective Date. Subject to the provisions of Paragraph 2(c) of this Agreement, the payments of the Monthly Non-Compete Payments shall be made each month following the Effective Date. All Monthly Non-Compete Payments shall be subject to regular and customary withholding.
Mutual Non-Disparagement Covenant. Executive agrees that he will not, at any time in the future, in any way disparage Company or its current and former officers, directors and employees, verbally or in writing, or make any statements to the press or to third parties that may be derogatory or detrimental to Company's good name or business reputation. Likewise, the officers and directors of Company will not, at any time in the future, make any derogatory or disparaging statements to any third parties about Executive, verbally or in writing. Nothing in the paragraph shall preclude either party from responding truthfully to inquiries made in connection with any legal or governmental proceeding pursuant to subpoena or other legal process.
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