Example ContractsClausesNon-Competition and Notification
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Non-competition and Notification. During the Transition Period and through , Executive agrees not to directly or indirectly engage in, be interested in, or be employed by, anywhere in the United States, Canada or the United Kingdom, any direct competitor of the Company (including, without limitation, Henry Schein, Inc., Benco Dental Supply Company, Burkhart Dental Supply Co., and Amazon.com, Inc.) or any other business which offers, markets or sells any service or product that competes directly with any services or products of the Company, except with written consent of the Company, which consent will not be unreasonably withheld. By way of example, but not by way of limitation, “any service or product that competes directly with any services or products of the Company” includes dental services, dental products, animal health services and animal health products. For purposes of this provision, Executive shall be deemed to be interested in a business if she is engaged or interested in that business as a stockholder, director, officer, employee, salesperson, sales representative, agent, partner, individual proprietor, consultant, or otherwise, but not if such interest is limited solely to the ownership of 2% or less of the equity or debt securities of any class of a corporation whose shares are listed for trading on a national securities exchange or traded in the over-the-counter market.

In the event that Executive obtains new employment on or prior to , Executive shall: # disclose this Agreement to his new employer prior to beginning the employment; and # notify the Company of the identity of his new employer within seven (7) days after accepting any offer of employment by sending a written notification to the Company.

Non-Competition. The Executive understands that the Company operates across the United States and Canada. The Executive acknowledges that the Executive’s duties as Executive Vice President and Chief Financial Officer, will entail involvement with the entire range of the Company’s operations across the United States and Canada, and that the Executive’s extensive familiarity with the Company’s business and Confidential Information justifies a restriction applicable across the entire geographic footprint in which the Company provides services and does business. To the fullest extent permitted by any applicable law, the Executive covenants and agrees that during employment, and for the period of one (1) year immediately following the termination, for any reason, of the Executive’s employment with the Company (the “Non-Compete Period”), the Executive will not:

Non-Competition. As the Award is intended to encourage the Participant to continue employment with the Corporation or an Affiliate, during which time the Participant will have access to Confidential Information (as defined below), including Confidential Information first developed after the Grant Date, during the term of the Participant’s employment with the Corporation or any Affiliate and for a period of two (2) years following the termination of employment, regardless of the reason for or the manner of termination, the Participant shall not, without the written consent of the General Counsel of the Corporation or their designee, in any country or countries for which the Participant had development, marketing, innovation/technology (R&D), distribution, sales, administrative, operational/supply chain or manufacturing oversight responsibilities during the last two (2) years of the Participant’s employment or was provided with regular and material access to Confidential Information regarding the Corporation’s or an Affiliate's business operations in that country or countries during the last two (2) years of the Participant’s employment, either directly or indirectly, perform duties or undertake responsibilities for a Competitor (as defined below) that are the same or substantially similar to those duties or responsibilities that the Participant performed or undertook for the Corporation or an Affiliate during the two (2) year period prior to the end of the Participant’s employment with the Corporation or an Affiliate. “Confidential Information,” for purposes of this [Section 19], shall mean # statutory trade secrets; # proprietary information developed or acquired by the Corporation that does not rise to the level of a statutorily protectable trade secret and is made the property of the Corporation through this mutual Agreement of the parties; and # information that is otherwise legally protectable. Such Confidential Information includes, but is not limited to, information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory storage medium, as well as other physical items wherever located, and abstracts or summaries of the foregoing) relating to the business, suppliers, customers, products, affairs and finances of the Corporation or any Affiliate for the time being confidential to the Corporation or any Affiliate, ideas, conceptions, compilations of data, and developments created by the Corporation, whether or not patentable and whether or not copyrightable, and trade secrets including, without limitation, technical data and know-how relating to the business of the Corporation or any Affiliate, or any of their suppliers, customers, agents, distributors, shareholders or management, including (but not limited to) business plans, pricing strategies, financial information, patent rights, patent applications, information concerning tenders and potential contracts, information concerning proposed product ranges, product development information, employee and salary information, research and development activities or manufacturing methods that the Participant creates, develops, receives, obtains or has knowledge of in connection with the Participant’s employment, and all other matters which relate to the business of the Corporation or any Affiliate and in respect of which information is not readily available in the ordinary course of such business to the Corporation's Competitors, whether or not such information (if in anything other than oral form) is marked confidential. “Competitor,” for purposes of this [Section 19], means a person or entity who engages in a business that is the same or substantially the same as any aspect of the Business of the Corporation. “Business of the Corporation,” for purposes of this [Section 19], is the development, production, sales and/or marketing of # health and hygiene products and related apparel; # washroom and workplace protective and safety products; and # the materials, packaging and other components/subcomponents of such products including, without limitation, non-wood plants and products derived therefrom including any fibers, pulps or extracts. Notwithstanding the foregoing, if the Participant’s residence or principal place of employment on the date of acceptance of this Award Agreement is in the States of California, Massachusetts, Oklahoma, Washington or in any other jurisdiction where any provision of this [Section 19(b)] prohibiting post-employment competition is prohibited or otherwise restricted by applicable law, then the provisions of this [Section 19(b)] will not apply to the extent any such provision is prohibited or otherwise restricted by applicable law.

Non-Competition. During the Non-Compete Period, the Employee shall not (other than on behalf of the Company), directly or indirectly, by or through any Person in any capacity (whether as a principal, employee, consultant, agent, lender, member, organizer or shareholder), # carry on or engage in the business of banking or any similar business (including without limitation any business that involves managing banks, accepting deposits and/or making, brokering, servicing or originating loans) in any County in the State of Alabama in which the Bank or any of its subsidiaries has an office or branch at such time (the “Territory”) or # perform services for any bank, bank holding company, bank or bank holding company in organization, corporation or other Person that has a branch or office in, or conducts any banking or similar business in, the Territory. For the sake of clarity, following a Termination of Employment the restrictive covenants in this [Section 4(b)] shall only apply under the circumstances described herein and shall not apply, for example, following any Termination of Employment that occurs before or after the Post-Change in Control Period or following a Termination of Employment at any time either # by the Company

Non-Competition. During the Non-Competition Restricted Period, Executive agrees to not, directly or indirectly, perform duties or provide services (whether as an owner, operator, proprietor, director, officer, manager (including as a manager of personal and family investments), employee, partner, member, stockholder, equity holder, consultant, advisor, volunteer, representative, contractor, agent, lender or otherwise) for any Person that competes with any of the products manufactured or services rendered by the Company, specifically including, but not limited to, the manufacture of reference and calibration standards for nuclear medicine, the production or sale of sodium iodide I-131, and/or cobalt-60 sealed source manufacturing or recycling within the Restricted Area that: # are substantially similar to the duties or services Executive performed or provided on behalf of the Company or its Affiliates; or # may require or inevitably require disclosure of trade secrets, proprietary information or Confidential Information; provided that nothing in this Agreement shall prohibit Executive from owning, in the aggregate, not more than five percent (5%) of any class of securities of any publicly traded entity engaged in a business competitive with Company’s primary business, so long as Executive does not participate in any way in the management, operation or control of such publicly traded entity.

Non-Competition. Abmuno shall not, and shall ensure that its Affiliates (if any) shall not, initiate, or be involved in, any new anti-TIGIT discovery, Development or Commercialization project for a period of ​ years following the Effective Date. In addition, Abmuno shall cause each of ​, and shall use Commercially Reasonable Efforts to cause JN Biosciences, ​ to enter into an agreement with Arcus in such form as has been approved by Arcus, either concurrently with or prior to the Parties’ execution of this Agreement, under which, in accordance with the terms of such agreements, ​.

During the period of Employee’s employment hereunder and for the one (1) year thereafter (“Non-Competition Period”), the Employee shall not, within any county in which the Company or any subsidiary of the Company provides services, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business substantially similar to the Company’s current businesses. Investments in less than five percent (5%) of the outstanding securities of any class of a corporation subject to the reporting requirements of [Section 13] or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this [Section 5].

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.

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