Common use of Agreement Not to Compete or Solicit Clause in Contracts

Agreement Not to Compete or Solicit. Executive acknowledges that he has become, and shall continue to be, familiar with Confidential Information concerning the Employer Group and that his services have been, and shall continue to be of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent of Employer (which consent may be granted or withheld in its sole and absolute discretion), during the Restricted Period, Executive shall not (and shall not take any steps toward or preparations in respect of) and shall cause their respective affiliates not to, directly or indirectly, either for themselves or for any other person, develop, own. manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate with, participate in, permit their name to be used in connection with, receive any economic benefit from, or in any other manner engage in any other similar activity or have any financial interest in, or otherwise provide any services to or for the benefit of, a Restricted Business within the Restricted Territory. The term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or owner; provided that the foregoing activities shall not include passive ownership of less than two percent (2%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over the counter market. During the Restricted Period, Executive shall not directly or indirectly through another person (i) call on, solicit, or service any customer of the Employer Group or prospective customer of the Employer Group, with respect to products or services that are currently being provided by Employer or which Employer is currently in the process of developing or (ii) encourage, induce or solicit, or attempt to encourage, induce or solicit, any past or present customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner to cease doing, or not engage in, business with Employer; provided, however, that these restrictions shall apply (y) only with respect to those customers, vendors, suppliers or other business partners who are or have been such a business partner of Employer at any time within the immediately preceding one-year period or whose business has been solicited on behalf of Employer or any of its affiliates by any of their officers, employees or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person (i) encourage, induce, solicit or attempt to encourage, induce or solicit any officer, director manager, employee or independent contractor of the Employer Group to leave the employ of the Employer Group; or (ii) hire or employ any person who was an officer, director, manager, or employee of the Employer Group at any time during the one-year period immediately prior to the date of this Agreement. Executive acknowledges and represents that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) he has consulted with independent legal counsel regarding his or her rights and obligations under this agreement; (iii) he fully understands the terms and conditions contained herein; (iv) the restrictions and agreements in this agreement are reasonable in all respects and necessary for the protection of Employer and the other members of the Employer Group and its Confidential Information and goodwill and that, without such protection, the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit of the covenants contained in this Agreement, Executive further agrees that the Restricted Period shall be tolled, and shall not run, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed breach of this Agreement or other violation of law attributed to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this Agreement.

Agreement Not to Compete or Solicit. Executive acknowledges that he has become(a) In furtherance of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller shall not, and shall continue to be, familiar with Confidential Information concerning the Employer Group and that his services have been, and shall continue to be of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent of Employer (which consent may be granted or withheld in cause its sole and absolute discretion), during the Restricted Period, Executive shall not (and shall not take any steps toward or preparations in respect of) and shall cause their respective affiliates Affiliates not to, directly or indirectly: (i) own, either for themselves or for any other person, develop, own. manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate withcontrol, participate in, permit their name to be used in connection withconsult or perform services for, receive any economic benefit from, or in any other manner engage in any other similar activity or have any financial interest insell materials to, or otherwise provide any services to or for the benefit of, a Restricted Business within the Restricted Territory. The term “participate” includes any direct or indirect interest in any enterprisecarry on, whether as an officer, director, manager, employee, partner, sole proprietorprincipal, agent, representative, independent contractor, sellerconsultant, franchisor, franchisee, creditorpartner, or owner; provided otherwise, any business that is similar to or competitive with the Business as conducted by Seller, the Company or their Affiliates as of the Closing Date anywhere in the United States (it being acknowledged by Seller that the foregoing activities shall not include passive ownership of less than two percent (2%) Business as conducted by the Company in such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in Company and the over the counter market. During the Restricted Period, Executive shall not directly or indirectly through another person (i) call on, solicit, or service any customer of the Employer Group or prospective customer of the Employer Group, with respect to products or services that are currently being provided by Employer or which Employer is currently in the process of developing or Business); (ii) encourage, (A) induce or solicitencourage, or attempt to induce or encourage, induce or solicit, any past or present customer, vendor, supplier supplier, licensor, licensee, or other business partner relation of the Company or prospective the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier supplier, licensor, licensee, or other business partner to cease doingrelation of the Company or the Business on the other hand; or (iii) (A) induce, or not engage in, business with Employer; provided, however, that these restrictions shall apply (y) only with respect to those customers, vendors, suppliers or other business partners who are or have been such a business partner of Employer at any time within the immediately preceding one-year period or whose business has been solicited on behalf of Employer or any of its affiliates by any of their officers, employees or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person (i) encourage, induce, solicit or recruit, or attempt to encouragesolicit or recruit, induce or solicit any officer, director manageremployee, employee independent contractor, representative, or independent contractor agent of the Employer Group Company or any Employee to leave the employ of the Employer Group; Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as Seller and its Affiliates have no active participation in the business of such Person, and (ii) hire nothing in Section 6.4(a)(iii) shall prohibit Seller or employ its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any person individuals who was an officerrespond to such solicitations or (B) soliciting, director, managerrecruiting, or employee hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as Seller and its Affiliates did not have any contact with such individual in violation of the Employer Group at any time during the one-year period immediately Section 6.4(a)(iii) prior to the date end of this Agreement. Executive such individual’s employment with the Business or the Company. (c) Seller acknowledges and represents that: agrees that (i) sufficient consideration has been given by each party to the covenants set forth in this Agreement to the Section 6.4 are reasonable in geographical and temporal scope and in all other as it relates hereto; respects, (ii) he has consulted with independent legal counsel regarding his or her rights Purchaser would not have entered into this Agreement and obligations under this agreement; the Related Agreements but for the covenants of Seller contained herein, (iii) he fully understands the terms covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which Seller will receive substantial benefit, and conditions contained herein; (iv) if, at the restrictions and agreements time of enforcement of the covenants set forth in this agreement Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are reasonable in all respects unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Employer and Purchaser, the other members Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Xxxxxx agrees that the remedies at law for any breach of the Employer Group and its Confidential Information and goodwill provisions of this Section 6.4 would be inadequate and that, without such protection, the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition toto any other remedies that Purchaser may have, rather than in lieu ofPurchaser shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any similar or related covenants to which reason, it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents intended that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit of the covenants contained in this Agreement, Executive further agrees that the Restricted Period part shall be tolledenforceable to the extent that a court of competent jurisdiction shall determine that such part, and shall not runif more limited in scope, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed breach of this Agreement or other violation of law attributed to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this Agreementwould have been enforceable.

Agreement Not to Compete or Solicit. Executive acknowledges (a) Seller, on behalf of itself and its Subsidiaries, understands that he has becomePurchaser shall be entitled to protect and preserve the going concern value of the Business to the extent permitted by Law and not otherwise provided pursuant to this Agreement and that Purchaser Back to Contents would not haveentered into this Agreement absent the provisions of this Section 5.2 and, therefore, for a period of three (3) years from and after the Closing Date, Seller shall not, and shall continue to be, familiar with Confidential Information concerning the Employer Group and that his services have been, and shall continue to be cause each of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent of Employer (which consent may be granted or withheld in its sole and absolute discretion), during the Restricted Period, Executive shall not (and shall not take any steps toward or preparations in respect of) and shall cause their respective affiliates Subsidiaries not to, directly or indirectlyindirectly (including by way of license of any Licensed Intellectual Property), either for themselves or for any other person, develop, own. manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate with, participate in, permit their name to be used in connection with, receive any economic benefit from, or in any other manner engage in any other similar activity or have any financial interest in, or otherwise provide any services to or for the benefit of, a Restricted Business within the Restricted Territory. The term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or owner; provided that the foregoing activities shall not include passive ownership of less than two percent (2%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over the counter market. During the Restricted Period, Executive shall not directly or indirectly through another person (i) call on, solicit, or service any customer of the Employer Group or prospective customer of the Employer Group, with respect to products or services that are currently being provided by Employer or which Employer is currently engage in the process design, development, marketing, production or sale of developing any product that has the same or similar specification or functionality as a Module Product, including enhancements, derivatives, modifications, evolutions or combinations of or with a Module Product for use in the Field (“Competitive Products”) or (ii) encourageacquire, induce own, invest in, manage, operate or solicitparticipate in any manner in the ownership, financing, management or operation of any business that engages or intends to engage in the Field anywhere in the world, or attempt (iii) utilize its knowledge of the Business or its relationships with customers, suppliers or others to encourage, induce engage or solicit, facilitate others to engage in any past or present customer, vendor, supplier or other facet of business partner or prospective customer, vendor, supplier or other business partner to cease doing, or not engage in, business with Employerwithin the Field anywhere in the world; provided, however, that these restrictions neither the non-compete obligations set forth in this Section 5.2(a), nor any other provision of this Agreement, shall apply (y) only with respect to those customers, vendors, suppliers or other business partners who are or have been such a business partner of Employer at any time within the immediately preceding one-year period or whose business has been solicited on behalf of Employer or any of prohibit Seller and its affiliates by any of their officers, employees or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person Subsidiaries from (i) encourage, induce, solicit using the Licensed Intellectual Property or attempt to encourage, induce or solicit any officer, director manager, employee or independent contractor otherwise engaging in business outside of the Employer Group to leave the employ of the Employer GroupField; or (ii) hire selling, developing, designing, marketing or employ any person who was an officermanufacturing Consumer Electronics and Communications Products or devices for incorporation into Consumer Electronics and Communications Products. (b) Purchaser, directoron behalf of itself and its Subsidiaries, managerfor three (3) years from and after the Closing Date, shall not practice or employee of use the Employer Group at any time during Assigned Intellectual Property or the one-year period immediately prior Licensed Intellectual Property to engage in a business (a “Competing Business”) that competes with the date of this AgreementSeller’s Restricted Business. Executive acknowledges and represents that: Notwithstanding the foregoing, in the event Purchaser (i) sufficient consideration has been given by each party to this Agreement to purchases or acquires a Competing Business that during the other as it relates hereto; [. . .] period immediately proceeding the consummation of such transaction [. . .] or (ii) he has consulted [. . .], this covenant set forth in this Section 5.2(b) shall terminate upon closing of such transaction. (c) From and after the date hereof and for a period of twenty-four (24) months after the Closing Date, Seller shall not and shall not suffer or permit any of its Subsidiaries to directly or indirectly solicit, recruit, hire (whether as an employee or a consultant) or attempt to hire any of the Purchaser Employees or UK Purchaser Employees; provided, however, that Seller and its Subsidiaries shall not be restricted from hiring any Purchaser Employee or UK Purchaser Employee who is terminated by Purchaser or its Subsidiaries due to redundancy or a reduction in force. (d) Seller and Purchaser recognize that the Laws and public policies of the Applicable Jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with independent legal counsel regarding his respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with Back to Contents respect to any other provision or her rights jurisdiction. Seller and obligations under Purchaser hereby acknowledge and agree that the covenants set forth in this agreement; Section 5.2 are part of the consideration given for this Agreement and are reasonable and necessary in terms of time, area and line of business to protect the legitimate business interests of Purchaser and its Seller and their respective Subsidiaries and Affiliates, which include the interests of each Party and their respective Subsidiaries and Affiliates to protect (i) valuable confidential business information, (ii) substantial relationships with customers worldwide, and (iii) he fully understands the terms customer goodwill. Each of Seller and conditions contained herein; (iv) the restrictions and agreements in this agreement are reasonable in all respects and necessary for the protection Purchaser, on behalf of Employer and the other members of the Employer Group itself and its Confidential Information and goodwill and thatSubsidiaries, without such protection, expressly authorizes the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit enforcement of the covenants contained set forth in this AgreementSection 5.2 by the other party, Executive further agrees the permitted assigns of said other party and any successors of said other Party. (e) The parties hereto hereby acknowledge and agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and Seller and Purchaser hereby consents to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or any bond or similar security being posted, in order that the Restricted Period shall be tolled, and shall not run, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed or threatened breach of this Agreement or other violation of law attributed to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this Agreementsuch provisions may be effectively restrained.