Common use of Confidentiality Non Solicitation Clause in Contracts

Confidentiality Non Solicitation. In consideration for the award of Units, Employee agrees as follows: (a) From the Award Date continuing for a period until six months following any termination of Employee's employment with the Company (the “Restricted Period”), (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, accept business from or attempt to divert any customer from the Company or its subsidiaries or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries or in any way interfere with the relationship between any customer and the Company or its subsidiaries and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its affiliates, takes any of the actions described in the immediately preceding clause (i). (b) During the Restricted Period, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries to leave such employ or (ii) directly or indirectly employ, and shall not be employed, invest in or act as a consultant for any Person who employs, any employee of the Company or its subsidiaries. (c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee's termination from the Company. Employee acknowledges that any violation of paragraphs (a) through (c) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (c) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee is subject and not supersede or override any such other agreements.

Confidentiality Non Solicitation. In consideration for the award grant of Units, Employee agrees as follows: (a) From the Award Date continuing for For a period until of six months following any termination of Employee's employment with from the Company (the “Restricted Period”)Company, (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, accept business from or attempt to divert any customer from the Company or its subsidiaries Affiliates or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries Affiliates or in any way interfere with the relationship between any customer and the Company or its subsidiaries Affiliates and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its affiliatesAffiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of the actions described in the immediately preceding clause (i)its Affiliates. (b) During For a period of six months following any termination from the Restricted PeriodCompany, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or directly or indirectly assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries Affiliates to leave such employ or (ii) directly or indirectly employindirectly, and shall not be employed, invest in employed or act as a consultant for any Person who employs, employs any employee of the Company or its subsidiariesAffiliates in any business that engages in any Competitive Activity. (c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee's ’s termination from the Company. Employee acknowledges that any violation of paragraphs (a) through (cd) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (cd) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee is subject and not supersede or override any such other agreements. The provisions of paragraphs (a) through (c) above shall terminate prospectively after any Change of Control as defined in the Plan.

Confidentiality Non Solicitation. In consideration (a) During the Period of Engagement and for a period of one (1) year thereafter, the Consultant, except as previously authorized by the Company in writing, shall keep confidential and shall refrain from using or disclosing for the award benefit of Unitsany person or entity other than the Corporation or the Company any document or information obtained in the course of performing services under this Agreement. The preceding sentence shall not apply to the use or disclosure of any such document or information: (i) on or following the date on which such information or document is first readily ascertainable from public or published information or trade sources; or (ii) in connection with any judicial or administrative investigation, Employee inquiry or proceeding to the extent compelled pursuant to applicable law and as to which, unless expressly prohibited by applicable law, the Consultant has given advance notice to the Company. (c) The Consultant hereby covenants and agrees as followsthat, during the Period of Engagement and for a period of one (1) year thereafter, he shall not, without the written consent of the Company, either directly or indirectly: (a) From the Award Date continuing for a period until six months following any termination of Employee's employment with the Company (the “Restricted Period”), (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, accept business from or attempt to divert any customer from the Company or its subsidiaries or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries or in any way interfere with the relationship between any customer and the Company or its subsidiaries and (ii) Employee shall not be employed by or act as a consultant for any person which directlyoffer employment to, or through take any of its affiliates, takes any of the actions described in the immediately preceding clause (i). (b) During the Restricted Period, Employee shall not (i) directly or indirectly, entice or induceother action intended, or attempt tothat a reasonable person acting in like circumstances would expect, entice to have the effect of causing any officer or induce, or assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries any affiliate to leave such employ terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any entity that directly or indirectly competes with the Company in any market area in which it is then active; or (ii) provide any information, advice or recommendation to any officer or employee of any entity engaged or to be engaged directly or indirectly employin the same or competing business with the Company in any market area in which it is then active that is intended, and shall not be employedor that a reasonable person acting in like circumstances would expect, invest in to have the effect of causing any officer or act as a consultant for any Person who employs, any employee of the Company or its subsidiariesany affiliate to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, such competing entity. Nothing in this section 5(c) shall prevent the Consultant from directly or indirectly advertising employment opportunities or disseminating marketing materials through newspapers of general circulation or other mass media or providing employment references to third parties in response to inquiries not initiated by him. (cd) Employee shall always refrain from The duties and obligations imposed on the Consultant under this section 5 are intended to be in addition to, and not in limitation or exclusion of, any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of duties and obligations which the Consultant may owe to the Company to any person or business, without regard to the nature of Employee's termination from the Company. Employee acknowledges that any violation of paragraphs (a) through (c) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by under applicable law. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (c) above This section 5 shall be in addition con strued and enforced so as to any other noncompetition, nonsolicitation or confidentiality agreements give effect to which Employee is subject and not supersede or override any such other agreementsthis intent.

Confidentiality Non Solicitation. In consideration for the award grant of UnitsRights, Employee agrees as follows: (a) From the Award Date continuing for For a period until of six months following any termination of Employee's employment with from the Company (the “Restricted Period”)Company, (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, accept business from or attempt to divert any customer from the Company or its subsidiaries Affiliates or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries Affiliates or in any way interfere with the relationship between any customer and the Company or its subsidiaries Affiliates and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its affiliatesAffiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of the actions described in the immediately preceding clause (i)its Affiliates. (b) During For a period of six months following any termination from the Restricted PeriodCompany, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or directly or indirectly assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries Affiliates to leave such employ or (ii) directly or indirectly employindirectly, and shall not be employed, invest in employed or act as a consultant for any Person who employs, employs any employee of the Company or its subsidiariesAffiliates in any business that engages in any Competitive Activity. (c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee's ’s termination from the Company. Employee acknowledges that any violation of paragraphs (a) through (cd) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (cd) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee is subject and not supersede or override any such other agreements. The provisions of paragraphs (a) through (c) above shall terminate prospectively after any Change of Control as defined in the Plan.

Confidentiality Non Solicitation. In consideration for the award of UnitsShares, Employee Grantee agrees as follows: (a) From the Award Date continuing for a period until six months following any termination of EmployeeGrantee's employment with the Company (the “Restricted Period”), (i) EmployeeGrantee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, attempt to divert or accept business from or attempt to divert any customer from the Company or its subsidiaries or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its subsidiaries or in any way interfere with the relationship between any customer and the Company or its subsidiaries and (ii) Employee Grantee shall not be employed by or act as a consultant for any person which directly, or through any of its affiliates, takes any of the actions described in the immediately preceding clause (i). (b) During the Restricted Period, Employee Grantee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or assist any Person in which Employee Grantee is an investor, consultant or employee to entice or induce, any employee of the Company or its subsidiaries to leave such employ or (ii) directly or indirectly employ, and shall not be employed, invest in or act as a consultant for any Person who employs, any employee of the Company or its subsidiaries. (c) Employee Grantee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of EmployeeGrantee's termination from the Company. Employee Grantee acknowledges that any violation of paragraphs (a) through (c) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. The parties hereto agree that to the extent that any provision or portion of this Section 4 is held to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (c) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee Grantee is subject and not supersede or override any such other agreements.