Common use of Covenant Not to Compete Confidentiality Clause in Contracts

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company and its Affiliates. Therefore, in consideration of this Agreement, Employee hereby agrees that neither he nor his spouse nor any other member of his immediate family that resides with him will, directly or indirectly, except for the benefit of the Company or its Affiliates, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) during the Noncompetition Period (as hereinafter defined) become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that resides with him to be or become, or himself be or become interested in or associated with any person, corporation, firm or business engaged in a Staffing Services Business (as hereinafter defined) in the States of Indiana, Michigan, Ohio, North Carolina, South Carolina, Tennessee and Mississippi, and, outside such states, within a radius of fifty (50) miles from any office, including client on-site offices, operated during the Noncompetition Period by the Company or any of its Affiliates (the "Territory"), or in any Staffing Services Business directly competitive with that of the Company or any of its Affiliates, or himself engage in such business; provided, however, that: (A) nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; and (B) the foregoing shall not restrict Employee with respect to businesses, other than Staffing Services Businesses, engaged in by the Company or its Affiliates during the Noncompetition Period unless Employee either is or was substantially involved in such other businesses of the Company or such Affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; (ii) during the Noncompetition Period in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties, from parties who are, or within the preceding three hundred sixty (360) days were, customers of the Company or its Affiliates, any Staffing Services Business transacted by or with such customer by the Company or its Affiliates; (iii) during the Noncompetition Period in the Territory, accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or for third parties, any such Staffing Services Business from any such customers of the Company or its Affiliates; (iv) during the Noncompetition Period in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties, from parties who are, or within the preceding three hundred sixty (360) days were, customers of the Company or its Affiliates with whom Employee had business contacts on behalf of the Company or any of its Affiliates, any Staffing Services Business or any other business transacted with such customer by the Company or its Affiliates; (v) during the Noncompetition Period, use, publish, disseminate or otherwise disclose, directly or indirectly, any information heretofore or hereafter acquired, developed or used by the Company or its Affiliates relating to its business or the operations, employees or customers of the Company or its Affiliates which constitutes proprietary or confidential information of the Company or its Affiliates, including without limitation, any information contained in any customer lists, mailing lists and sources thereof, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents (collectively, "Confidential Information"), but excluding any Confidential Information which has become part of common knowledge or understanding or publicly available in the industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement); or (vi) during the Noncompetition Period, in the Territory, (A) solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding three hundred sixty [360] days was an employee) of the Company or its Affiliates or any other person who is under contract with or rendering services to the Company or its Affiliates, to terminate their employment by, or contractual relationship with, such person or to refrain from extending or renewing the same (upon the same or new terms) or to refrain from rendering services to or for such person or to become employed by or to enter into contractual relations with any persons other than such person or to enter into a relationship with a competitor of the Company or its Affiliates, (B) approach any such employee for any of the foregoing purposes, or (C) authorize or knowingly approve or assist in the taking of any such actions by any person other than the Company or its Affiliates. (b) For purposes of this Agreement, the term "Noncompetition Period" shall mean the period commencing on the Effective Date and ending twenty-four months after the date Employee ceases to be an officer or employee of the Company or any of its Affiliates for any reason; provided, however, that if Employee's employment is terminated pursuant to Section 5(a)(iv) hereof, the term "Noncompetition Period" shall mean the period commencing on the Effective Date and ending on the last date on which Employee is entitled to receive any payments pursuant to Section 5(b)(iv) hereof. Provided further that if Employee violates any of the provisions of subsection (a), the term of the Noncompetition Period shall be automatically extended for a like period of time from the date on which Employee permanently ceases such violation or from the date of the entry by a court of competent jurisdiction of a final order of judgment enforcing such provision, whichever period is later.

Covenant Not to Compete Confidentiality. (a) Employee acknowledges that in the course of his employment by the Company he has and will become privy to various economic and trade secrets and relationships of the Company and its Affiliatesaffiliates. Therefore, in consideration of this Agreement, Employee hereby agrees that neither he nor his spouse nor any other member of his immediate family that resides with him his will, directly or indirectly, except for the benefit of the Company or its Affiliatesaffiliates, or with the prior written consent of the Board of Directors of the Company, which consent may be granted or withheld at the sole discretion of the Company's Board of Directors: (i) during the Noncompetition Period (as hereinafter defined) become an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that resides with him to be or become, or himself be or become interested in or associated with any person, corporation, firm or business engaged in a Staffing Services Business (as hereinafter defined) in the States of Indiana, Michigan, Ohio, North Carolina, South Carolina, Tennessee and Mississippi, Michigan and, outside such states, within a radius of fifty (50) miles from any office, including client on-on site offices, operated during the Noncompetition Period by the Company or any of its Affiliates affiliates (the "Territory"), or in any Staffing Services Business directly competitive with that of the Company or any of its Affiliatesaffiliates, or himself engage in such business; provided, however, that: (A) nothing herein shall be construed to prohibit Employee from owning not more than five percent (5%) of any class of securities issued by an entity which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or which is traded over the counter; and (B) the foregoing shall not restrict Employee with respect to businesses, other than Staffing Services Businesses, engaged in by the Company or its Affiliates affiliates during the Noncompetition Period unless Employee employee either is or was substantially involved in such other businesses of the Company or such Affiliates affiliates or had access to Confidential Information (as hereinafter defined) with respect to such other businesses; (ii) during the Noncompetition Period in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties, from parties who are, or within the preceding three hundred sixty (360) days were, customers of the Company or its Affiliatesaffiliates, any Staffing Services Business transacted by or with such customer by the Company or its Affiliatesaffiliates; (iii) during the Noncompetition Period in the Territory, accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or for third parties, any such Staffing Services Business from any such customers of the Company or its Affiliatesaffiliates; (iv) during the Noncompetition Period in the Territory, solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties, from parties who are, or within the preceding three hundred sixty (360) days were, customers of the Company or its Affiliates affiliates with whom Employee had business contacts on behalf of the Company or any of its Affiliatesaffiliates, any Staffing Services Business or any other business transacted with such customer by the Company or its Affiliatesaffiliates; (v) during the Noncompetition Period, use, publish, disseminate or otherwise disclose, directly or indirectly, any information heretofore or hereafter acquired, developed or used by the Company or its Affiliates affiliates relating to its business or the operations, employees or customers of the Company or its Affiliates affiliates which constitutes proprietary or confidential information of the Company or its Affiliatesaffiliates, including without limitation, any information contained in any customer lists, mailing lists and sources thereof, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other documents (collectively, "Confidential Information"), but excluding any Confidential Information which has become part of common knowledge or understanding or publicly available in the industry or otherwise in the public domain (other than from disclosure by Employee in violation of this Agreement); or (vi) during the Noncompetition Period, in the Territory, (A) solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding three hundred sixty [360] days was an employee) of the Company or its Affiliates affiliates or any other person who is under contract with or rendering services to the Company or its Affiliatesaffiliates, to terminate their employment by, or contractual relationship with, such person or to refrain from extending or renewing the same (upon the same or new terms) or to refrain from rendering services to or for such person or to become employed by or to enter into contractual relations with any persons other than such person or to enter into a relationship with a competitor of the Company or its Affiliatesaffiliates, (B) approach any such employee for any of the foregoing purposes, or (C) authorize or knowingly approve or assist in the taking of any such actions by any person other than the Company or its Affiliatesaffiliates. (b) For purposes of this Agreement, the term "Noncompetition Period" shall mean the period commencing on the Effective Date date hereof and ending twenty-four (i) eighteen months after the date Employee ceases to be an officer or employee of the Company Company, or any of its Affiliates for affiliates or (ii) the date Employee ceases to be an officer or employee of the Company, or any reason; provided, however, that of its affiliates if Employee's employment Employee is terminated pursuant to Section 5(a)(iv) hereof, the term "Noncompetition Period" shall mean the period commencing on the Effective Date and ending on the last date on which Employee is entitled to receive any payments pursuant to Section 5(b)(iv) hereof. Provided further that if Employee violates any of the provisions of subsection (a), the term of the Noncompetition Period shall be automatically extended other than for a like period of time from the date on which Employee permanently ceases such violation or from the date of the entry by a court of competent jurisdiction of a final order of judgment enforcing such provision, whichever period is latercause.