Sales Manual TX 2018
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
subsidiaries to leave the employ of, or consultancy to, FF or its subsidiaries, or interfere with the<br />
relationship between FF or its subsidiaries and any employee or consultant thereof, (ii) hire any<br />
person who was an employee of, or consultant to FF or its subsidiaries at any time immediately<br />
prior to the date on which such hiring would take place without the written consent to an FF officer<br />
(it being conclusively presumed by the parties so as to avoid any disputes under this section that any<br />
such hiring is in violation of clause (i) above); (iii) call on, solicit or service any customer, referral<br />
partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation<br />
of FF or its respective subsidiaries, or in any way interfere with the relationship between any such<br />
customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or<br />
other business relation of FF or its subsidiaries (including, without limitation, making any negative<br />
statements or communications about FF or its subsidiaries); or (iv) call on, solicit, or take away any<br />
attempt to call on, solicit, or take away any of FF’ customers, referral partners, affiliates, agents and<br />
vendors on whom Independent Contractor called or with whom Independent Contractor became<br />
acquainted during its contractual relationship with FF, either on its behalf or that of the other<br />
person, firm or corporation.<br />
(b) If, at the time of enforcement of the covenants contained in this section above (the<br />
“Protective Covenants”), a court shall hold that duration, scope or area restrictions stated herein are<br />
unreasonable under such circumstances then existing, the parties hereto agree that the maximum<br />
duration, scope or area reasonable under such circumstances shall be substituted for the stated<br />
duration, scope or area and that the court shall be allowed to revise the Protective Covenants to<br />
cover the maximum duration, scope and area restrictions necessary to protect the goodwill of FF’<br />
businesses and agrees not to challenge the validity or enforceability of the Protective Covenants.<br />
5.10. Independent Contractor shall not, immediately following the Effective Date:<br />
(a) Make known to any person, firm, or company the names, addresses or telephone numbers<br />
of any of the clients or referral sources of FF or any other Confidential Information pertaining to<br />
them;<br />
(b) Call on, solicit, divert, interfere with or take away, or attempt to call on, solicit, divert,<br />
interfere with or take away, any of the clients or referral sources of FF, including without limitation<br />
all those clients and referral sources with whom Independent Contractor became acquainted during<br />
his involvement with FF, either for himself or for any other person, firm, Company or other entity;<br />
(c) Hire or take away, or attempt to hire or take away, any of FF’s employees; EXCEPT for those<br />
employees who have terminated employment without inducement or influence from Independent<br />
Contractor and who have not worked for FF after their date of termination; or<br />
(d) Induce or influence (or seek to induce or influence) any person who is engaged (as an<br />
employee, agent, independent contractor or otherwise) by FF to terminate his or her employment or<br />
engagement.<br />
(e) In the event of a breach of the provisions of this section, the parties hereby agree that it will<br />
be impractical and extremely difficult to determine the actual damages suffered by FF. Therefore,<br />
the parties agree that in the event of a breach of this section by Independent Contractor, in addition<br />
to the equitable relief FF may pursue, FF will be entitled to liquidate damages in an amount of Ten<br />
Thousand Dollars ($10,000.00). The Parties agree that a breach of this section would cause<br />
significant and substantial damages to FF, which the liquidated damages may not adequately<br />
compensate. Therefore, the Parties further agree that FF shall be entitled to an injunction both<br />
preliminary and final, and any other appropriate equitable relief to enforce FF’ rights under the<br />
terms of this section. Such remedies shall be cumulative and non-exclusive, being in addition to any<br />
and all other remedies that FF may have.<br />
12
Change language