Common use of Covenant Against Competition Clause in Contracts

Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”). (ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM (the “Restricted Period”), he shall not anywhere in the Restricted Territory, directly or indirectly: engage in any element of the Business or otherwise compete with NFM; render any services to any person, corporation, partnership or other entity (other than NFM or its affiliates) primarily engaged in any element of the Business; or become interested in any such person, corporation, partnership or other entity (other than NFM or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”). (ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following on the date upon which the Executive shall cease to be paid any compensation by NFM Executive’s employment terminates (the “Restricted Period”), he shall not anywhere in the Restricted Territory, directly or indirectly: engage in any element of the Business or otherwise compete with NFM; render any services to any person, corporation, partnership or other entity (other than NFM or its affiliates) primarily engaged in any element of the Business; or become interested in any such person, corporation, partnership or other entity (other than NFM or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

Covenant Against Competition. Executive agrees that he holds an executive level position with NFMCSB, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s CSB' Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM CSB has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM CSB that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM CSB is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “"Business”"). (ii) In addition, the Executive acknowledges and agrees that: NFM that (i) CSB is one of the limited number of companies who have developed the Business; (ii) the Executive’s 's work for NFM CSB has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; (iii) the value of all goodwill resulting from the operation of the Business of NFM CSB and its subsidiaries and other affiliates should properly belong to NFMCSB; (iv) the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFMCSB; (v) the proprietary technologies developed by NFM CSB and its predecessors offer NFM CSB a distinct competitive advantage, and NFM (vi) CSB would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM CSB hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s 's executive position and exposure to the Confidential Information and Trade Secrets of NFMCSB, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM CSB (the “"Restricted Period”"), he shall not anywhere in the Restricted Territory, directly or indirectly: indirectly (i) engage in any element of the Business or otherwise compete with NFM; CSB, (ii) render any services to any person, corporation, partnership or other entity (other than NFM CSB or its affiliates) primarily engaged in any element of the Business; , or (iii) become interested in any such person, corporation, partnership or other entity (other than NFM CSB or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) % or more of any class of securities of such entity.

Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s ’ Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”). (ii) In addition, the Executive acknowledges and agrees that: that (i) NFM is one of the limited number of companies who have developed the Business; (ii) the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; (iii) the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; (iv) the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; (v) the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and (vi) NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM (the “Restricted Period”), he shall not anywhere in the Restricted Territory, directly or indirectly: indirectly (i) engage in any element of the Business or otherwise compete with NFM; , (ii) render any services to any person, corporation, partnership or other entity (other than NFM or its affiliates) primarily engaged in any element of the Business; , or (iii) become interested in any such person, corporation, partnership or other entity (other than NFM or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) % or more of any class of securities of such entity.

Covenant Against Competition. Executive agrees The Employee acknowledges that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business businesses of NFM is the saleCompany and its subsidiaries and other Affiliates are the "WHOLESALE BUSINESS" (as defined below) and the "RETAIL CLOSEOUT BUSINESS" (as defined below) (such businesses, promotion and electronic distribution of adult themed programming any and eventsall other businesses that, whether such adult themed programming after the effective date hereof and events from time to time during the Term, are soldengaged in by the Company or its subsidiaries or other Affiliates, promoted, or electronically distributed by means now known or hereafter discovered including but not limited herein being collectively referred to as the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”"COMPANY BUSINESS"). ; (ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Company Business of NFM the Company and its subsidiaries and other affiliates Affiliates should properly belong to NFMthe Company and its subsidiaries and other Affiliates; (iii) upon the termination of the Employee's employment, the Employee will have no right or interest to such goodwill; (iv) the covenants and agreements of the Executive Employee in this Section 6 are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM Company and its predecessors offer NFM a distinct subsidiaries and other Affiliates; (v) the Employee has had and will have access to Confidential Company Information (as defined below); (vi) the Company Business is the same business in which the Employee has and will participate in and for which he has and will have responsibility while at the Company; (vii) the length of the Restricted Period (as defined below) is necessary and appropriate to protect the legitimate business interests of the Company because, among other reasons, the Confidential Company Information he has had and will have access to will continue to have competitive advantage, significance throughout the Restricted Period; and NFM (vii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this SectionSection 6. Accordingly, the Executive Employee covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during During the period commencing on the date hereof Effective Date and ending one on the date twelve (12) months following the expiration of the Term (the "RESTRICTED PERIOD"), the Employee shall not in the United States of America (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM (the “Restricted Period”), he shall not anywhere engage in the Restricted TerritoryCompany Business, directly whether as part of a division or indirectly: engage in any element of otherwise, for the Business or otherwise compete with NFMEmployee's own account; (2) render any services to any person, corporation, partnership person or other entity (other than NFM the Company or its affiliatessubsidiaries) primarily engaged in any element such activities, whether as part of the Businessa division or otherwise; or (3) become interested in any such person, corporation, partnership person or other entity (other than NFM the Company or its affiliatessubsidiaries) as a partner, officer, director, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, that notwithstanding the foregoingabove, the Executive Employee may invest in own, directly or indirectly, solely as an investment, securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities person or entity which are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, System if the Employee (BA) the Executive is not a controlling person of, or a member of a group which controls, such person or entity and (CB) the Executive does not, directly or indirectly, own five four percent (54%) or more of any class of securities of such person or entity. (b) During and after the Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not disclose, rely on or otherwise use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries, all confidential matters relating to the Company Business and to the Company and its subsidiaries learned by the Employee on or after the effective date hereof directly or indirectly from the Company and its subsidiaries, including, without limitation, information with respect to (a) prospective store locations, (b) sales figures (whether per store or otherwise), (c) profit or loss figures (whether per store or otherwise), and (d) customers, clients, suppliers, sources of supply and customer lists (the "CONFIDENTIAL COMPANY INFORMATION") and shall not disclose the Confidential Company Information to anyone outside of the Company or its subsidiaries except with the Company's express written consent and except for Confidential Company Information which (1) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Employee, (2) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement or (3) was previously known by the Employee before being employed by the Company or the Partnership under this Agreement or the 1995 Agreement. (c) During the Restricted Period, the Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit, recruit or encourage to leave the employment of the Company or its subsidiaries, any employee of the Company or its subsidiaries or hire any employee who has left the employment of the Company or its subsidiaries after the effective date of this Agreement within one year of the termination of such employee's employment with the Company and its subsidiaries. (d) All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Employee or made available to the Employee concerning the Company Business or the Company and its subsidiaries shall be the Company's property and shall be delivered to the Company at any time on request, provided such property is then possessed by the Employee and can be readily identified as such by him; provided that, notwithstanding the foregoing, the Employee may retain a copy of his rolodex. (e) For purposes hereof, "WHOLESALE BUSINESS" shall mean any business involving (i) the wholesale distribution of merchandise acquired through purchases of (A) overstocks, (B) closeouts, (C) items liquidated by a manufacturer or by a retail store, (D) merchandise available in connection with bankruptcies or other distress situations, (E) merchandise at or below regular price primarily as a result of the production of the merchandise occurring during periods in which the production facilities otherwise would be idle or would have underutilized capacity or (F) buybacks made by a manufacturer of a competitor's or its own merchandise, or (ii) the importing of types or categories of merchandise with respect to which, at the time the Employee terminates employment or at any time during the Term, the Company (A) transacts (or has transacted) wholesale business, or otherwise sells or purchases (or has sold or purchased) or (B) has committed to sell or purchase; provided that a business shall be deemed to be a Wholesale Business only if it has Ten Million Dollars ($10,000,000) or more in sales from activities described from clauses (i) and (ii) in the aggregate during either of the following periods: (1) the twelve (12) most recently completed calendar months prior to the Employee's involvement with such business or (2) the Restricted Period.

Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”). (ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period that commencing on the date hereof and ending one (1) year following on the date upon which the Executive shall cease to be paid any compensation by NFM Executive’s employment terminates (the “Restricted Period”), he shall not anywhere in the Restricted Territory, directly or indirectly: engage in any element of the Business or otherwise compete with NFM; render any services to any person, corporation, partnership or other entity (other than NFM or its affiliates) primarily engaged in any element of the Business; or become interested in any such person, corporation, partnership or other entity (other than NFM or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s 's Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following: (i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “"Business”"). (ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s 's work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s 's executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM (the “"Restricted Period”"), he shall not anywhere in the Restricted Territory, directly or indirectly: engage in any element of the Business or otherwise compete with NFM; render any services to any person, corporation, partnership or other entity (other than NFM or its affiliates) primarily engaged in any element of the Business; or become interested in any such person, corporation, partnership or other entity (other than NFM or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) % or more of any class of securities of such entity.