Common use of Agreement Not to Solicit Customers Clause in Contracts

Agreement Not to Solicit Customers. During Executive's employment by USA and for a period of two years after the termination of such employment for any reason, whether by USA or by Executive, with or without Cause or Good Reason, Executive will not, without the prior written consent of USA, directly or indirectly, on Executive's own behalf or in the service or on behalf of others, solicit or attempt to divert or appropriate to a Competing Business, any customer or actual prospect of USA, in either case, with whom Executive dealt on behalf of USA at any time during the 12-month period immediately preceding the termination of employment; provided, however, if the termination occurs on or after the second anniversary of the date of the Change of Control, the two year customer non-solicit period set forth herein shall reduce to a one year customer non-solicit period.

Agreement Not to Solicit Customers. During Executive's employment by USA and for a period of two years after the termination of such employment for any reason, whether by USA or by Executive, with or without Cause or Good Reason, Executive will not, without the prior written consent of USA, directly or indirectly, on Executive's own behalf or in the service or on behalf of others, solicit or attempt to divert or appropriate to a Competing Business, any customer or actual prospect of USA, in either case, USA with whom Executive dealt on behalf of USA or on behalf of USA's affiliates at any time during the 12-month period immediately preceding the termination of employment; provided, however, if the termination occurs on or after the second anniversary of the date of the Change of Control, the two year customer non-solicit period set forth herein shall reduce to a one year customer non-solicit period.