Common use of Covenant Against Competition Clause in Contracts

Covenant Against Competition. Executive covenants and agrees that: ---------------------------- (a) During the Non-Compete Period (as hereinafter defined), Executive shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; provided, however, Executive may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employee's employment with the Company or any of its Affiliates. (c) During any portion of the Non-Compete Period during which Executive is not employed by the Company, Executive shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, (i) solicit or encourage any customer or client of the Company to engage the services of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable because of the scope, duration, area of its applicability or otherwise, it is the intention of the parties that the court making such determination shall modify such scope, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used in this Agreement:

Covenant Against Competition. Executive Employee covenants and agrees that: ----------------------------: (a) During the Non-Compete Period (as hereinafter defined), Executive Employee shall not, directly or indirectly, in any the Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; , provided, however, Executive Employee may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive Employee (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity entity, solicit or encourage any employee Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employee's Employee’s employment with the Company or any of its Affiliates. (c) During any portion of the Non-Compete Period during which Executive is not employed by the CompanyPeriod, Executive Employee shall not, in any the Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Executive Employee or of any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Executive Employee or of any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable because of the scope, duration, area of its applicability or otherwiseunenforceable, it is the intention of the parties that the court making such determination shall modify such scopeprovision, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used in this Agreementherein:

Covenant Against Competition. Executive covenants and agrees that: ----------------------------: (a) During the Non-Compete Period (as hereinafter defined), Executive shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; provided, however, Executive may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employee's employment with the Company or any of its Affiliates. (c) During any portion of the Non-Compete Period during which Executive is not employed by the Company, Executive shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, (i) solicit or encourage any customer or client of the Company to engage the services of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable because of the scope, duration, area of its applicability or otherwise, it is the intention of the parties that the court making such determination shall modify such scope, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used in this Agreement:

Covenant Against Competition. Executive (i) As an essential consideration for the obligations of TEPPCO under this Agreement, each of the Consultants hereby agrees and covenants that, for a period commencing on the date of this Agreement and agrees that: ----------------------------ending on the second anniversary of the respective dates of the last work performed hereunder: (a) During within the Non-Compete Period geographical area described on Appendix A to this Agreement (as hereinafter defined“Restricted Territory”), Executive each of the Consultants shall not, directly or indirectly, whether as principal, agent, employee, shareholder or other equity holder (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed five percent of the outstanding shares so listed), owner, investor, partner or otherwise, individually or in association with any Geographic Area other Person (as hereinafter defined): (iA) carry on or engage for Executive's own account in any manner in the business competitive with described on Appendix B to this Agreement (“Restricted Business”), (B) solicit customers of the Company Restricted Business, (C) become the employee of, or otherwise render services on behalf of, any Person that carries on or engages in a business similar to the Restricted Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iiiD) acquire an interest in induce or attempt to induce any person customer, supplier, licensee or entity engaged in business relation of TEPPCO or any of its affiliates to cease doing business competitive with the Company Business (other than the Company) as a partnerTEPPCO or any of its affiliates, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any way interfere with the relationship between any customer, supplier, licensee or business relation of TEPPCO or any of its affiliates with TEPPCO or any of its affiliates. As used in this Agreement the term “Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other relationship or capacityentity; provided, however, Executive may own, -------- ------- directly or indirectly, solely as a passive investment, securities and (b) each of any such entity which are traded on any national securities exchange if Executive (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does the Consultants shall not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf of either for himself or any other person or entity Person, (A) solicit or encourage induce or attempt to solicit or induce any EPCO employee of the Company or independent contractor providing services to TEPPCO or any of its Affiliates affiliates to leave the employment employ of the Company EPCO or to cease providing services to TEPPCO or any of its Affiliatesaffiliates, or hire (B) in any employee who has left way interfere with the employment of the Company relationship between TEPPCO or any of its Affiliates within one year of affiliates and any EPCO employee or independent contractor providing services to the termination of such employee's employment with the Company TEPPCO or any of its Affiliatesaffiliates. (cii) During any portion Any dispute, controversy or claim arising out of or in connection with this Section 10 B, including the alleged breach of Section 10 B (i) or a challenge to its validity or enforceability, shall be settled exclusively by final and binding arbitration in Tarrant County, Texas, administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the Non-Compete Period during which Executive AAA; provided, however, that nothing herein is not employed or shall be deemed to preclude Buyer’s resort to the interim relief prescribed in Section 10 B (iii), below. The arbitrator(s) shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrator(s) within thirty days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons submitted by the CompanyAAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, Executive except that, if the parties fail to select arbitrator(s) from one or more panels, AAA shall notnot have the power to make appointment(s) but shall continue to submit additional panels until arbitrator(s) have been selected. The jurisdiction of the arbitrator(s) and the arbitrability of any claim, defense, issue or objection raised by any party shall be decided by the arbitrator(s) in the first instance. Judgment on the award entered by the arbitrator(s) may be entered by any Geographic Area, court having jurisdiction thereof. All aspects of the arbitration and matters subject thereto shall remain confidential. The parties will each bear their own attorneys’ fees and costs in connection with any business competitive with the Company's Business dispute or controversy, except as provided in Section 10 B (as hereinafter definediii), directly below. (iii) In the event of a breach or indirectlythreatened breach by either of the Consultants of any of the provisions of this Section 10 B, TEPPCO shall have the right to seek interim relief from AAA pursuant to the Optional Rules for Emergency Measures of Protection contained in the Commercial Arbitration Rules of the AAA [including the arbitrator selection procedures provided for in such Optional Rules for Emergency Measures of Protection, which shall govern the selection of arbitrator(s) for purposes of this Section 10 B (iii)] or from a court of competent jurisdiction. The Consultants acknowledge that TEPPCO will suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be impossible to ascertain, and therefore will not have an adequate legal remedy. Accordingly, TEPPCO will be entitled to obtain any interim relief necessary or appropriate to prevent or curtail any such breach, threatened or actual, without the necessity of posting security or showing any actual damages or irreparable injury. Such interim relief may include, but is not limited to, (A) temporary or permanent injunctive relief for the enforcement of this Section 10 B, (B) a decree for the specific performance of this Section 10 B or (C) TEPPCO’s reasonable attorneys’ fees, costs and expenses related to such interim relief; provided, however, that TEPPCO agrees to pay for any Consultant’s reasonable attorneys’ fees, costs and expenses related to interim relief sought by TEPPCO in the event that the Consultants prevail and no such interim relief is granted. Such interim relief is in addition to any other rights TEPPCO may have, including the right to seek damages. (iv) The Owner and each of the Operators hereby agree that this Section 10 B is a material and substantial part of the transactions contemplated by this Agreement. Each of the Operators further agrees and acknowledges that the covenants in Section 10 B (i) solicit or encourage any customer or client of the Company are reasonable with respect to engage the services of Executive or any person or entity (other than the Company) in which Executive is a partnertheir duration, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityscope and geographical area. (dv) The covenants in this Section 10 B are severable and separate, including within provisions, subparts or portions thereof, and the unenforceability of any specific covenant, provision or subpart thereof in this Section 10 B is not intended by any party hereto to, and shall not, affect the provisions of any other covenant in this Section 10 B. If any arbitrator or panel of arbitrators, or any court pursuant to Section 10 B (iii) above, determines that the terms, scope, time or territorial restrictions set forth in Section 10 B (i) are unreasonable as applied to a Consultant, the parties hereto acknowledge their mutual intention and agreement that the offending provisions, subparts or portions thereof be severed and the remaining provisions and restrictions be enforced to the fullest extent permitted by law as the arbitrator(s) or court [pursuant to Section 10 B (iii) above] deems reasonable, and thereby shall be reformed to that extent. All the covenants, provisions and subparts thereof in this Section 10 B are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of Sections 8 any claim or 9 is held to be unenforceable because cause of action of either of the scopeConsultants against TEPPCO, duration, area of its applicability whether predicated on this Agreement or otherwise, it is the intention of the parties that the court making such determination shall modify such scope, duration or area, or all of them so that the provision shall be enforceable not constitute a defense to the greatest extent permitted under the lawenforcement by TEPPCO of any covenant, and that such provision shall then be applicable in such modified form. (e) As used or subpart in this Section 10 B. The covenants contained in this Section 10 B shall not be affected by any breach of any other provision hereof by any party hereto and shall not prevent any Consultant from rendering the services to TEPPCO in accordance with this Agreement:.

Covenant Against Competition. Executive covenants and agrees that: ----------------------------: (a) During the Non-Compete Period (as hereinafter defined), Executive shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's his own account in any business competitive with the Company Business (as hereinafter defined)Business; (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest become interested in any person or entity engaged in any business competitive with the Company Business (other than the CompanyCompany or its Affiliates) as a partner, shareholder, director, officer, employee, principal, member, manager, member, agent, trustee, consultant or in any other relationship or capacity; provided, however, Executive may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee who has left the employment of the Company or any of its Affiliates based on or as a result of any direct or indirect, express or implied, inducements offered by Executive or anyone affiliated with Executive within one year of the termination of such employee's employment with either of WEG, the Company or any of its their Affiliates; provided, however, that nothing contained herein shall prevent Executive from soliciting or hiring any individual(s) who was his personal assistant or personal secretary while an employee of WEG. (c) During any portion of the Non-Compete Period during which Executive is not employed by the CompanyWEG, Executive shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, (i) knowingly solicit or encourage any customer customer, client or client account of WEG, the Company or any of their Affiliates to engage the services of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant Company or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive or any person or entity (other than the Companyits Affiliates) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) Since WEG and the Company will be irreparably damaged if the provisions of this Section 10 are not specifically enforced, each of WEG and the Company shall be entitled to an injunction or any other appropriate decree of specific performance (without the necessity of posting any bond or other security in connection therewith) restraining any violation or non-fulfillment of Executive's covenants under this Section 10. Such remedies shall not be exclusive and shall be in addition to any other remedy, at law or in equity, which WEG or the Company may have for any breach or threatened breach of this Section 10 by Executive. (e) If any provision of Sections 8 or 9 this Section 10 is held to be unenforceable because of the scope, duration, area of its applicability or otherwise, it is the intention of the parties that the court making such determination shall modify such scope, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the lawthem, and that such provision shall then be applicable in such modified form. (ef) As used in this Agreementherein:

Covenant Against Competition. Executive Employee covenants and agrees that: ----------------------------: (a) During the Non-Compete Period (as hereinafter defined), Executive Employee shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employeeEmployee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; , provided, however, Executive Employee may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive Employee (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or 1%or more of any class of securities of such entity. (b) During the Non-Compete Period, Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity entity, solicit or encourage any employee Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employeeEmployee's employment with the Company or any of its Affiliates. (c) During any portion of the Non-Compete Period during which Executive Employee is not employed by the Company, Executive Employee shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, indirectly (i) solicit or encourage any customer or client of the Company to engage the services of Executive Employee or any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, officer, employeeEmployee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive Employee or any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, officer, employeeEmployee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable because of the scope, duration, area of its applicability or otherwiseunenforceable, it is the intention of the parties that the court making such determination shall modify such scopeprovision, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used in this Agreementherein:

Covenant Against Competition. Executive Employee covenants and agrees that: ----------------------------: (a) During the Non-Compete Period (as hereinafter defined), Executive Employee shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employeeEmployee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; , provided, however, Executive Employee may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive Employee (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity. (b) During the Non-Compete PeriodPeriod and for an additional 12 months, Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity entity, solicit or encourage any employee Employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee Employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employeeEmployee's employment with the Company or any of its Affiliates. (c) During any portion of the Non-Compete Period during which Executive is not employed by the Companyand for an additional 12 months, Executive Employee shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, indirectly (i) solicit or encourage any customer or client of the Company to engage the services competitive with the Company Business of Executive Employee or any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, director officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business that is competitive with the Company Business from, or agree to provide services competitive with the Company Business to, any customer or client of the Company, on behalf of Executive Employee or any person or entity (other than the Company) in which Executive Employee is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity. (d) If any provision of Sections 8 or 9 is held to be unenforceable because of the scope, duration, area of its applicability or otherwiseunenforceable, it is the intention of the parties that the court making such determination shall modify such scopeprovision, duration or area, or all of them so that the provision shall be enforceable to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified form. (e) As used in this Agreementherein:

Covenant Against Competition. Executive covenants and agrees that: ---------------------------- (a) During The covenant against competition herein described shall apply as follows (the “Non-Compete Term”): (i) during the Term; and (ii) for a period of three (3) years following a termination of Executive’s employment for any reason. (b) Executive covenants that during the Non-Compete Period Term: (as hereinafter defined), i) Executive shall not, directly or indirectly, as an owner, employee or consultant, control, provide executive-level management services (including as a chief financial officer or principal financial and accounting officer), or participate in executive management, or control of, any Geographic Area (as hereinafter defined): business or company (i) engage for Executive's own account in any listed as a competitive business competitive with on the Company Business (as hereinafter defined); attached Exhibit A, or (ii) render any services that engages in the same business as the Business of the Company in any capacity to any person or entity (other than U.S. market in which the Company or conducts its Affiliates) engaged in any Business as of the date of termination and as determined by such competitive company deriving at least 51% of its consolidated U.S. revenue from a business competitive with that is the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with same as the Company Business (other than of the Company) as a partner, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (i) Executive may ownnot provide executive-level management services as an employee or consultant in the competitive business segment for any competitive company that has related revenue less than 51% of its total revenue, -------- ------- directly (ii) Executive may own or indirectlyparticipate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date which ownership, solely as a passive investment, management or participation has been disclosed to the Company; and (iii) Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such entity which securities are traded on any national securities exchange if or the National Association of Securities Dealers Automated Quotation System or equivalent non-U.S. securities exchange, (B) Executive (A) is not a controlling person of, or a member of a group which controls, such entity, entity and (BC) Executive does not, directly or indirectly, own one percent (1% %) or more of any class of securities of such entity. (bii) During the Non-Compete Period, Executive shall not, without the Company’s prior written consent of the Companyconsent, directly or indirectly, on behalf of himself or any other person or entity (1) knowingly solicit or knowingly encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliatesaffiliates, or hire any employee employed by the Company at the time of Executive’s termination of employment or knowingly hire (on behalf of Executive or any other person or entity) any employee employed by the Company at the time of Executive’s termination who has left the employment or other service of the Company or any of its Affiliates affiliates within one (1) year of the termination of such employee's ’s employment or other service with the Company and its affiliates; or (2) whether for Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its Affiliates. (c) During affiliates, any portion of the Non-Compete Period person who during which Executive is not employed by the Company, Executive shall not, in any Geographic Area, and in connection with any business competitive Executive’s employment with the Company's Business (as hereinafter defined), directly Company is or indirectly, (i) solicit or encourage any was a customer or client of the Company to engage or any of its affiliates (or any predecessor of either), and with whom Executive had material contact during the final six (6) months of his employment with Company. Notwithstanding the above, nothing shall prevent Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in the Business if the activities of Executive facilitated thereby do not otherwise adversely interfere with the operations of the Business. (c) Executive agrees that during the Term and thereafter, except in connection with the business and affairs of the Company and its affiliates: Executive shall keep secret and retain in strictest confidence, and shall not disclose, use for his benefit or the benefit of others, all trade secrets of the Company and any of its affiliates, learned by Executive heretofore or hereafter directly or indirectly from the Company or any person of its subsidiaries (or entity (other than any predecessor of either). For purposes of this Agreement, “trade secrets” shall be defined pursuant to the Uniform Trade Secrets Act. Executive shall not disclose such trade secret information to anyone outside of the Company except with the Company’s express written consent and except for information that (i) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant at the time of receipt or engaged in any other relationship or capacity, or thereafter becomes publicly known through no wrongful act of Executive; (ii) accept orders is clearly obtainable in the public domain; (iii) was not acquired by Executive in connection with Executive’s employment or business fromaffiliation with the Company; (iv) was not acquired by Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; (v) was legally in the possession of or developed by Executive prior to the Effective Date; or (vi) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, or agree “affiliate” means, with respect to provide services to, any customer or client of the Company, on behalf any person, partnership, corporation or other entity that controls, is controlled by or is under common control with the Company within the meaning of Executive Rule 405 of Regulation C under the Securities Act of 1933, as now in effect or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacityas hereafter amended. (d) If Executive further agrees that all memoranda, notes, lists, records, property and any provision of Sections 8 other tangible product and documents (and all copies thereof) made, produced or 9 is held compiled by Executive or made available to be unenforceable because Executive during the Term concerning the Business of the scope, duration, area of Company and its applicability or otherwise, it is the intention of the parties that the court making such determination shall modify such scope, duration or area, or all of them so that the provision affiliates shall be enforceable the Company’s property and shall be delivered to the greatest extent permitted under the law, and that such provision shall then be applicable in such modified formCompany at any time on request. (e) As used in this Agreement: