The Participant agrees that for a period of one year following his or her departure from the Company, he or she will not (directly or in association with others) call on or solicit any of the Company’s customers with whom he or she had personal contact while he or she was employed by the Company, for the purpose of providing the customers with goods and/or services similar in nature to those provided by the Company in its Business as defined below. The Participant further agrees that for the same time period, he or she will not, directly or indirectly, engage in any activity which is the same as or competitive with the Business (as defined below) including, without limitation, engagement as an officer, director, proprietor, employee, partner, 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, in any market in which the Company conducts its Business. 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. This [Section 10] is not intended to prevent the Participant from engaging in any activity that is not the same as or competitive with the Business. The Participant acknowledges that the Company would not have awarded him or her the shares of Common Stock granted under the Grant Notice absent his or her agreement to be bound by the promises made in this [Section 10].
In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business.
In order to protect the Business of Employer and any of its Affiliates, commencing on the Effective Date and for a period of two (2) years after the date on which either Employee voluntarily terminates his employment with the
Non-Solicitation; Non-Competition. You agree that during the term of your employment with the Company and for a period of one (1) year following termination of your employment, you will not: # solicit or induce any employee of the Company to leave the employ of the Company; # cause or attempt to cause any existing or prospective customer, client, distributor, vendor, supplier or provider of services to the Company who then has a relationship with the Company for current or prospective business, to terminate, limit, discontinue or in any manner modify, or fail to enter into, any actual or potential business relationship with the Company; or # provide any services, whether as an employee, consultant, officer, director, partner, manager, member or otherwise, to any individual, company or other entity that competes with, or is a competitor of, the Company in the legal cannabis industry, including hydroponic growing equipment and retail support software. Notwithstanding the foregoing provisions, none of the restrictive covenants contained in this [section 15] shall apply at any time following your termination of employment if: # your employment is terminated by the Company without Cause; # you terminate your employment with Good Reason; or # the Company fails to extend your employment for the Renewal Term.
Non-Competition; Non-Solicitation. During the period of your employment with the Company and for a period of one (1) year following the termination of your employment with the Company you will not, without the prior written consent of the Company:
The Seller acknowledges that the Seller and the Seller Affiliates have each received and have been privy to confidential information and trade secrets of the Business and with respect to the Purchased Assets. The Seller further acknowledges that the Purchaser has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to Third Parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, to preserve the value and goodwill of the Purchased Assets and the Business being acquired by the Purchaser pursuant to this Agreement, and in light of the substantial consideration being paid to the Seller as a result of the Transactions, the Seller agrees that, at all times during the period beginning on the Closing Date and ending on (such period, the “Restricted Period”), the Seller shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, engage or participate in any Restricted Activity anywhere in the world.
The Executive agrees that # during the term of Executive’s employment with the Company and, # during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.
Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company:
Non-Solicitation of Customers. Without limiting the generality of [subparagraph 10.b]. above, during the twenty-four (24)-month period following his Separation Date, Pennypacker agrees that he will not, directly or indirectly, either separately, jointly, or in association with others, solicit or otherwise contact any of the customers/clients (for purposes of this paragraph, a customer/client is a person or organization that had actually purchased products or services in the two-year period prior to the Separation Date) with whom he had contact, responsibility for, or had acquired confidential information about by virtue of his employment with during the two-year period that preceded the Separation Date, if such solicitation or contact is for the general purpose of selling or marketing products or services that satisfy the same general needs as any products or services that has available for sale to its customers during this non-solicitation period.
Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and involved in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and servicing such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company Group’s customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or potential customer or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.
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