Example ContractsClausesNon-Circumvent
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Non-Circumvent. The Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. The Company (including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to the Company by the Finder on matters described in this Agreement or contact or negotiate with any confidential source provided by Network 1, except through Network 1 or with the expressed written consent of Network 1 as to each such contact.

Non-Circumvent. The parties mutually agree that no effort will be made to circumvent the terms of this Agreement in an attempt to gain commissions, fees, remuneration, or considerations to the benefit of either of the signatories to this Agreement while excluding equal or other agreed-to benefits to the other party.

Company agrees that it shall act in good faith and shall not circumvent nor attempt to circumvent or frustrate payment of Consultant’s fees by terminating Consultant in order to avoid paying fees. The Company agrees that Consultant shall be entitled to its fees pursuant to [Section 3] of this Agreement.

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The Consultant agrees it will refrain from soliciting business and contracts from sources not its own which have been made available to it through this Agreement, without the express written permission of the Company, for a period of two years after termination of this Agreement. Further, the Consultant shall not, directly or indirectly contact, interfere with, circumvent or attempt to circumvent, avoid or by-pass the Company’s relationship with its clients to change, increase or avoid directly or indirectly payment of established or to be established fees or commissions, or to obtain fees for services directly from the clients. In addition, Consultant shall maintain complete confidentiality regarding the Company’s business sources, and will only disclose such business sources after receiving express written permission from the Company.

Non-Circumvention. The Client shall not in any way circumvent, or attempt to circumvent, Consultant for the purpose of transacting or consummating any loan, financing arrangement, stock offering, or any other business (including employment opportunities), transaction or arrangement with any person or entity directly introduced to the Client by Consultant, or take any other action # which might reasonably be expected to jeopardize or interfere with the relationship between such persons or entities and Consultant, or # attempts to avoid or avoidance of the Client’s obligations set forth above. The Client shall keep Consultant sufficiently informed on the status of any and all contacts, negotiations, agreements and payments between the Client and any relationships of the Consultant including without limitation copying Consultant on all significant correspondence, drafts and agreements. The Client agrees that in the event the Client violates this paragraph Consultant shall be entitled to, in addition to any other available remedies, injunctive relief to prevent such agreement, transaction or arrangement and, in the case of an actual consummation of any such agreement, transaction or arrangement, Consultant shall be entitled to, in additional to any other available remedies, compensation equal to that outlined in [Section 4].

During Employee’s employment and for the Restricted Period (as defined below), Employee shall not engage in any Prohibited Activity anywhere in the world. For the purposes of this Agreement, #Restricted Period” shall mean the later of # the period during which Employee is entitled to receive any payment pursuant to [Section 5(b)] of this Agreement, or # twelve (12) months following termination of this Agreement; and #Prohibited Activity” shall mean the design, development, marketing, sale, re-sale, manufacture or distribution of home infusion products, or other similar activities, or the engagement in any other business in which the Company is actively engaged immediately prior to the commencement of the Restricted Period, in each case on Employee’s behalf or on behalf of another (including as a shareholder, member, employee, employer, owner, operator, manager, advisor, consultant, agent, partner, joint venturer or investor of another person or entity). Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or other Confidential Information of the Company except as otherwise permitted hereunder.

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Except in the performance of your duties hereunder, at no time during your employment with the Company or the Employer, or at any time thereafter, shall you, individually or jointly with others, for your benefit of or for the benefit of any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Employer, the Company or any of their affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Employer, the Company or any of their affiliates, except # to the extent required by law, regulation or valid subpoena, or # to the extent that such information or material becomes publicly known or available through no fault of your own.

Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

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Non Payment. Any Borrower or any other Loan Party fails to pay # when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or # within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or # within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

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Non-Registration. The Shareholders understand that the Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholders’ representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Preferred Stock in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.

Non-Disparagement. Employee, as well as their successors, affiliates, assigns, participants, agents, representatives, attorneys and all persons acting by, under, through or in concert with him, shall refrain from making remarks either orally or in writing, generally, specifically, or by implication, to the press, the electronic broadcast media, or to any other third person, regarding any facts or opinions which might tend to reflect adversely on the , its products, services and/or its officers. If Employee wishes to make a public statement regarding the , for example, by publishing an account of his or her time with the in a book or article, Employee may submit such statement(s) to the for prior review and consent, and the will respond in a mutually agreed timeframe with such consent not to be unreasonably withheld. Notwithstanding anything to the contrary contained in this paragraph, this covenant does not extend or apply to statements that may be made in any legal proceeding.

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Non-Exclusivity. The Service Provider may enter into subsequent engagements with the Company or any other company or person separate from this Agreement to provide the same or similar services as set forth in this Agreement; provided, however, that such subsequent engagements may not preclude or prevent the Service Provider from performing its duties under this Agreement.

Non-Transferability. Except to the extent permitted by the Code, the rules promulgated under Section 16(b) of the Exchange Act or any successor statutes or rules:

Non-Interference. With respect to Covered Products, during the Restricted Time, you will not solicit or sell to (or attempt to solicit or sell to) any customer or prospective customer, or any supplier, licensee or other business relation of the Company or an Affiliate (each, a “Restricted Third Party”) # for which you, directly or indirectly, engaged or had responsibility on behalf of the Company or an Affiliate during the Relevant Period, or # for which you have obtained, been provided, or had access to confidential information of the Restricted Third Party, nor will you induce (or attempt to induce) any Restricted Third Party to cease or diminish doing business with the Company or an Affiliate or in any way interfere with the relationship between any Restricted Third Party and the Company or an Affiliate. A “prospective customer” of the Company or an Affiliate is a person or entity with whom the Company or an Affiliate was engaged in communications or negotiations to provide services or sell Covered Products during the Relevant Period.

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Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will # if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, # require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, # violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, # result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any Subject Shares of such Stockholder (other than one created by Parent or Merger Sub), or # violate any Law or Judgment applicable to such Stockholder or by which any of its Subject Shares are bound, except as would not, in the case of each of [clauses (c), (d) and (e)])])], prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Non-solicitation. Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not, either directly or indirectly, solicit or attempt to solicit any employee or individual who provides services to Client as an independent contractor or consultant to terminate his or her relationship with Client in order to become an employee, consultant or independent contractor to or for another person or entity.

Non-Circumvention. Notwithstanding anything to the contrary in this Agreement, the Receiving Party agrees for itself and its employees, Affiliates and Representatives that it will not use the other Party's Confidential Information to compete, either directly or indirectly, against the disclosing Party, to engage in any transaction with a third party, or disclose, reverse engineer, or use any of the disclosing Party's Confidential Information to interfere with, or deprive the disclosing Party of any business opportunities. Also, Receiving Party shall not use the other Party's Confidential Information in any manner to solicit, accept or engage in any business from the Receiving Party's Affiliates or from third parties that either directly or indirectly competes against the disclosing Party.

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