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

Agreement Not to Compete or Solicit. (a) Service Company agrees that, except for the provision of services pursuant to the IBP Management Agreement, during the Noncompete Period, it shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of IBP or any of its Affiliates, as such businesses exist or are in process during the term of this Agreement within any geographical area in which IBP or any of its Affiliates engage or have plans to engage in such businesses, including, without limitation, any geographic area where IBP or any of its Affiliates provide their products or services or where their products or services are used by any of their customers. Nothing herein shall prohibit Service Company from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Service Company has no active participation in the business of such corporation. (b) The parties hereto acknowledge that the individual, beneficial equity owners of Service Company also own and operate entities that are in the business of buying and developing real estate and constructing single- and multi-family housing and office buildings (collectively, the “Xxxxxxx’ Construction Business”). As part of its business, the Xxxxxxx’ Construction Business purchases insulation, basement waterproofing, gutters, garage doors, shelving, shower doors and mirrors and hires service providers (including IBP) to install such products in its single- and multi-family housing and office buildings. The parties hereto acknowledge that nothing in this Section 4.3 shall prevent the Xxxxxxx’ Construction Business from continuing the activities described in this Section 4.3(b); provided, however, that any transactions between the Xxxxxxx’ Construction Business and IBP Holdings II, LLC, IBP or its direct or indirect subsidiaries shall be at arms-length. (c) During the Noncompete Period, Service Company shall not, directly or indirectly, (i) except in connection with employee relocations to and from Installed Building Products, LLC and its Affiliates, induce or attempt to induce any employee of IBP or any of its Affiliates to leave the employ of IBP or such Affiliate, or in any way interfere with the relationship between IBP or any such Affiliate and any employee thereof, (ii) hire any Person who was an employee of IBP or any of its Affiliates at any time during the term of this Agreement or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of IBP or any of its Affiliates to cease doing business with IBP or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and IBP or any such Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding IBP or any of its Affiliates). (d) If, at the time of enforcement of this Section 4.3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Service Company acknowledges that the restrictions contained in this Section 4.3 are reasonable and that it has reviewed the provisions of this Agreement with its legal counsel. (e) In the event of an alleged breach or violation by Service Company of this Section 4.3, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (f) For the purposes of this Section 4.3, “Noncompete Period” means the period commencing on the date hereof and ending on the second anniversary of the termination of this Agreement, subject to extension pursuant to Section 4.3(e) above; provided, however, that the Noncompete Period shall terminate upon a Change of Control, provided that if in connection with such Change of Control there is any separate consideration paid by the purchaser in such Change of Control for a covenant not to compete, such consideration shall be shared among the equity owners of IBP Holdings II, LLC pro rata in proportion to their ownership interests in such entity. The provisions contained in this Section 4.3 will survive the termination of this Agreement.

Agreement Not to Compete or Solicit. (a) Service Company In consideration of the benefits to be received by Executive hereunder, including the Consideration, Executive agrees that, except for the provision of services pursuant not to the IBP Management Agreement, during the Noncompete Period, it shall not, directly or indirectly, own any interest inindividually or as an officer, managedirector, controlemployee, participate inshareholder, consult withconsultant, render services forcontractor, partner, joint venturer, agent, equity owner or in any manner capacity whatsoever, engage in the fresh meat (beef, pork and lamb) business (the “Competing Business”), of any business competing with the businesses of IBP Tyson Foods, Inc., Cxxxxxx Incorporated, National Beef Packing Company, LLC or Smithfield Foods, Inc., or any of its Affiliatestheir respective subsidiaries, as such businesses exist affiliates, successors or are in process assigns, during the term of this Agreement within any geographical area in which IBP or any of its Affiliates engage or have plans to engage in such businessesperiod beginning on the Termination Date and ending on November 25, including2007. Notwithstanding the foregoing, without limitation, any geographic area where IBP or any of its Affiliates provide their products or services or where their products or services are used by any of their customers. Nothing herein shall prohibit Service the Company from being a passive owner of not more agrees that Executive may own less than 2% two percent of the outstanding stock voting securities of any class of a corporation that is publicly traded, the foregoing entities so long as Service Company has no active participation the Executive does not otherwise participate in the business of such corporationCompeting Business in any way prohibited by this Section 7(a). (b) The parties hereto acknowledge In further exchange for the Consideration, Executive agrees that for a period of eighteen (18) months following the individualTermination Date, beneficial equity owners Executive will not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of Service the Termination Date or has during the previous twelve (12) months conducted any business: recruit, solicit or induce or attempt to recruit, solicit or induce any employee of Company also own and operate entities that are to terminate his or her employment with Company, or hire or assist in the business hiring of buying and developing real estate and constructing single- and multi-family housing and office buildings (collectivelyany such employee by a person, the “Xxxxxxx’ Construction Business”). As part of its businessassociation, the Xxxxxxx’ Construction Business purchases insulation, basement waterproofing, gutters, garage doors, shelving, shower doors and mirrors and hires service providers (including IBP) to install such products in its single- and multi-family housing and office buildings. The parties hereto acknowledge that nothing in this Section 4.3 shall prevent the Xxxxxxx’ Construction Business from continuing the activities described in this Section 4.3(b); provided, however, that any transactions between the Xxxxxxx’ Construction Business and IBP Holdings II, LLC, IBP or its direct or indirect subsidiaries shall be at arms-lengthentity not affiliated with Company. (c) During the Noncompete Period, Service Company shall not, directly or indirectly, (i) except in connection with employee relocations to Executive acknowledges and from Installed Building Products, LLC and its Affiliates, induce or attempt to induce any employee of IBP or any of its Affiliates to leave the employ of IBP or such Affiliate, or in any way interfere with the relationship between IBP or any such Affiliate and any employee thereof, (ii) hire any Person who was an employee of IBP or any of its Affiliates at any time during the term of this Agreement or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of IBP or any of its Affiliates to cease doing business with IBP or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and IBP or any such Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding IBP or any of its Affiliates). (d) If, at the time of enforcement of this Section 4.3, a court shall hold agrees that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Service Company acknowledges that the restrictions covenants contained in this Section 4.3 7 are reasonable and necessary to protect Company’s Confidential Information and the business and goodwill of Company and that it has reviewed the provisions of this Agreement their enforcement would not cause Executive any undue hardship or unreasonably interfere with its legal counselExecutive’s ability to earn a livelihood. (e) In the event of an alleged breach or violation by Service Company of this Section 4.3, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (f) For the purposes of this Section 4.3, “Noncompete Period” means the period commencing on the date hereof and ending on the second anniversary of the termination of this Agreement, subject to extension pursuant to Section 4.3(e) above; provided, however, that the Noncompete Period shall terminate upon a Change of Control, provided that if in connection with such Change of Control there is any separate consideration paid by the purchaser in such Change of Control for a covenant not to compete, such consideration shall be shared among the equity owners of IBP Holdings II, LLC pro rata in proportion to their ownership interests in such entity. The provisions contained in this Section 4.3 will survive the termination of this Agreement.

Agreement Not to Compete or Solicit. (a) Service Company agrees that, except for the provision of services pursuant to the IBP Management Agreement, during the Noncompete Period, it shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of IBP or any of its Affiliates, as such businesses exist or are in process during the term of this Agreement within any geographical area in which IBP or any of its Affiliates engage or have plans to engage in such businesses, including, without limitation, any geographic area where IBP or any of its Affiliates provide their products or services or where their products or services are used by any of their customers. Nothing herein shall prohibit Service Company from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Service Company has no active participation in the business of such corporation. (b) The parties hereto acknowledge that the individual, beneficial equity owners of Service Company also own and operate entities that are in the business of buying and developing real estate and constructing single- and multi-family housing and office buildings (collectively, the “Xxxxxxx’ Construction Business”). As part of its business, the Xxxxxxx’ Construction Business purchases insulation, basement waterproofing, gutters, garage doors, shelving, shower doors and mirrors and hires service providers (including IBP) to install such products in its single- and multi-family housing and office buildings. The parties hereto acknowledge that nothing in this Section 4.3 shall prevent the Xxxxxxx’ Construction Business from continuing the activities described in this Section 4.3(b); provided, however, that any transactions between the Xxxxxxx’ Construction Business and IBP Holdings II, LLCParent, IBP or its direct or indirect subsidiaries shall be at arms-length. (c) During the Noncompete Period, Service Company shall not, directly or indirectly, (i) except in connection with employee relocations to and from Installed Building Products, LLC and its Affiliates, induce or attempt to induce any employee of IBP or any of its Affiliates to leave the employ of IBP or such Affiliate, or in any way interfere with the relationship between IBP or any such Affiliate and any employee thereof, (ii) hire any Person who was an employee of IBP or any of its Affiliates at any time during the term of this Agreement or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of IBP or any of its Affiliates to cease doing business with IBP or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and IBP or any such Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding IBP or any of its Affiliates). (d) If, at the time of enforcement of this Section 4.3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Service Company acknowledges that the restrictions contained in this Section 4.3 are reasonable and that it has reviewed the provisions of this Agreement with its legal counsel. (e) In the event of an alleged breach or violation by Service Company of this Section 4.3, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (f) For the purposes of this Section 4.3, “Noncompete Period” means the period commencing on the date hereof March 29, 2004 and ending on the second anniversary of the termination of this Agreement, subject to extension pursuant to Section 4.3(e) above; provided, however, that the Noncompete Period shall terminate upon a Change of Control, provided that if in connection with such Change of Control there is any separate consideration paid by the purchaser in such Change of Control for a covenant not to compete, such consideration shall be shared among the equity owners of IBP Holdings II, LLC Parent pro rata in proportion to their ownership interests in such entityParent determined on a fully-diluted basis. The provisions contained in this Section 4.3 will survive the termination of this Agreement.

Agreement Not to Compete or Solicit. Xxxxxx acknowledges that he is employed in a fiduciary capacity and that he has access to confidential and proprietary information. In consideration of the Xxxxxx'x employment with the Company and of the salary and benefits of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Xxxxxx agrees to abide by the following terms: Xxxxxx agrees that during the term of the Xxxxxx'x employment and for twelve (a12) Service Company agrees thatmonths after the date of the Xxxxxx'x separation from the Company, except for the provision of services pursuant to the IBP Management Agreementif that termination arises from a termination without cause, during the Noncompete Period, it shall notXxxxxx will not engage, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing in competition with the businesses business of IBP the Company or call upon or directly or indirectly solicit any customer of the Company who was a customer on the date of the Xxxxxx'x separation from employment for the purposes of soliciting providing such customer with any products, services, or project information which are the same as or similar to those provided by the Company in the continental United States. Directly or indirectly engaging in the business of the Company includes engaging in business as an owner, partner or agent, or as an employee of any person, firm, corporation, or association engaged in the Company's business, or consulting or volunteering to or investing in any corporation, partnership or other entity so engaged, except that this shall not prohibit a passive investment by Xxxxxx in such an entity which does not exceed 5% of the value of the entity, or $50,000, whichever is less. Xxxxxx agrees that for twelve (12) months after termination of Xxxxxx'x employment that Xxxxxx will not, on behalf of himself or any other person, firm, corporation, or association, solicit any of the employees of the Company or any of its Affiliates, as such businesses exist affiliates or are subsidiaries nor xxxx Xxxxxx in process during the term of this Agreement within any geographical area in which IBP or any of its Affiliates engage or have plans to engage in such businesses, including, without limitation, any geographic area where IBP or any of its Affiliates provide their products or services or where their products or services are used by any of their customers. Nothing herein shall prohibit Service Company from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Service Company has no active participation in the business of such corporation. (b) The parties hereto acknowledge that the individual, beneficial equity owners of Service Company also own and operate entities that are in the business of buying and developing real estate and constructing single- and multi-family housing and office buildings (collectively, the “Xxxxxxx’ Construction Business”). As part of its business, the Xxxxxxx’ Construction Business purchases insulation, basement waterproofing, gutters, garage doors, shelving, shower doors and mirrors and hires service providers (including IBP) to install such products in its single- and multi-family housing and office buildings. The parties hereto acknowledge that nothing in this Section 4.3 shall prevent the Xxxxxxx’ Construction Business from continuing the activities described in this Section 4.3(b); provided, however, that any transactions between the Xxxxxxx’ Construction Business and IBP Holdings II, LLC, IBP or its direct or indirect subsidiaries shall be at arms-length. (c) During the Noncompete Period, Service Company shall notway, directly or indirectly, (i) except in connection with employee relocations to and from Installed Building Productsfor himself or on behalf of any other person, LLC and its Affiliatesfirm, induce or attempt to induce any employee of IBP or any of its Affiliates to leave the employ of IBP or such Affiliatecorporation, or association, solicit, divert, or take away any employees of the Company, its affiliates or its subsidiaries. Xxxxxx recognizes that great loss will be suffered if he should engage in any way interfere with business similar to that of the relationship between IBP Company after he is separated from employment, assist others in engaging or any maintaining such Affiliate a business, or solicit customers or employees of the Company, and any employee thereof, (ii) hire any Person who was an employee of IBP or any of its Affiliates at any time during therefore Xxxxxx recognizes and agrees that the term of covenants set forth in this Agreement or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation are necessary for the protection of IBP or any of its Affiliates to cease doing business with IBP or such Affiliate, or the Company and are reasonable and fair in any way interfere with the relationship between any such customer, supplier, licensee or business relation and IBP or any such Affiliate (including, without limitation, making any negative or disparaging statements or communications regarding IBP or any of its Affiliates). (d) all respects. If, at the time of enforcement of this Section 4.3any time, a court shall hold of competent jurisdiction holds that any of the duration, scope or area restrictions stated herein contained in this Agreement are unreasonable unenforceable under the circumstances then existing, the parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such the circumstances shall will be substituted for the stated durationperiod, scope scope, or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Service Company acknowledges that the restrictions as contained in this Section 4.3 are reasonable Agreement that was found to be unenforceable, and that it has reviewed the provisions of this Agreement with its legal counselthen enforced as so modified. (e) In the event of an alleged breach or violation by Service Company of this Section 4.3, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (f) For the purposes of this Section 4.3, “Noncompete Period” means the period commencing on the date hereof and ending on the second anniversary of the termination of this Agreement, subject to extension pursuant to Section 4.3(e) above; provided, however, that the Noncompete Period shall terminate upon a Change of Control, provided that if in connection with such Change of Control there is any separate consideration paid by the purchaser in such Change of Control for a covenant not to compete, such consideration shall be shared among the equity owners of IBP Holdings II, LLC pro rata in proportion to their ownership interests in such entity. The provisions contained in this Section 4.3 will survive the termination of this Agreement.