Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), neither Company, either individually or collectively, shall, and each Company shall use commercially reasonable efforts not to allow any of such Company's subsidiaries or controlled Affiliates (each, a "Restricted Party") to, anywhere in the world, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with the Business as it exists on the Closing Date, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non- Competition Period, no Restricted Party shall solicit any employee of the Business for the purposes of having any such employee terminate his or her employment with the Business. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to Buyer, and such Restricted Party shall promptly inform Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 6.2 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), neither Companythe Seller shall not, either individually within North America or collectively, shall, and each Company shall use commercially reasonable efforts not to allow any of such Company's subsidiaries or controlled Affiliates (each, a "Restricted Party") to, anywhere in the worldMexico, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any aspect of business that shall be competitive with the Business as it exists on the Closing DateBusiness, nor shall any Restricted Party Seller assist any Person that shall be is -33- 39 engaged in in, any such business activitiesactivities (other than as contemplated by the Transitional Services Agreement), including by making available any information or funding to any such PersonPerson any information related to the Company. During Notwithstanding the Non- foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Competition Period, no Restricted Party the Seller shall not solicit any employee of the Business Company for the purposes of having any such employee terminate his or her employment with the Business. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to Buyer, and such Restricted Party shall promptly inform Buyer of such inquiryCompany. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Lawlaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Lawlaw. Each Restricted Party The Seller acknowledges, however, that this SECTION 6.2 Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the BusinessCompany and the Seller hereunder.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), neither Company, either individually or collectively, shall, and each Company shall use commercially reasonable efforts not to allow none of the Seller Parties nor any Affiliates of such Company's subsidiaries or controlled Affiliates a Seller Party (each, a "Restricted Party") toshall, anywhere in the worldwithin North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with any of those business activities that have constituted part of the Business as it exists on (other than in respect of the Closing DateExcluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non- Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the BusinessBuyer or its subsidiaries. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business it has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 6.2 5.7 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), neither Company, either individually or collectively, shall, and each Company shall use commercially reasonable efforts not to allow no Seller Party nor any Affiliate of such Company's subsidiaries or controlled Affiliates a Seller Party (each, a "Restricted Party") toshall, anywhere in the worldwithin North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with any of those business activities that have constituted part of the Business as it exists on at any time during the Closing Datepast 12 months from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this Section 6.5(a) shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non- Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the BusinessBuyer. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 6.2 Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), neither Company, either individually no Seller Party (nor any direct or collectively, shall, and each Company shall use commercially reasonable efforts not to allow indirect subsidiary thereof) nor any Affiliate of such Company's subsidiaries or controlled Affiliates Bertolon (each, a "Restricted Party") toshall, anywhere in the worldwithin North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with any of those business activities that have constituted part of the Business as it exists on at any time during the Closing Datepast 12 months from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non- Non-Competition Period, no Restricted Party shall solicit any employee of the Business for the purposes of having any such employee terminate his or her employment with the Business. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to Buyer, and such Restricted Party shall promptly inform Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 6.2 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. For purposes of this Section 6.5, the historical and current business activities of NECX Direct, LLC shall not be deemed to be a business that is competitive with any business activities that have constituted a part of the Business at any time during the past 12 months from the date hereof. Nothing in this Agreement shall be deemed to prohibit, or in any way limit, NECX Direct, LLC from engaging in those business activities in which it was engaged as of the date hereof. In addition, in no event shall Gateway Companies, Inc. or any of its subsidiaries be deemed to be subject to, or in any way bound by, the provisions of this Agreement.