Common use of Covenant Not to Compete; Non-Solicitation Clause in Contracts

Covenant Not to Compete; Non-Solicitation. a. During the Employment Term and for a period of one (1) year thereafter, Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association, or other business organization, entity or enterprise (whether as an employee, officer, director, agent, security holder, creditor, consultant or otherwise) that engages in any activity, which is the same as, similar to, or competitive with any activity engaged in by Company or in any way relating to the business conducted by Company. b. During the Employment Term and for a period of one (1) year thereafter, Executive shall not, for himself or on behalf of any other person, business, principal, or entity, directly or indirectly: (i) call on or solicit any customer or client of Company to withdraw, curtail, or divert any of its business from Company; (ii) call on or solicit any of Company’ customers or clients for the purpose of providing the customer or client any proprietary information or any other customer information that relates to Company’ business or services; or (iii) take away, divert, or cause to withdraw any customer or client of Company for whom Executive provided services or with whom Executive has become acquainted during the Employment Term. In addition, during the Employment Term and for a period of one (1) year thereafter, Executive shall not, for himself or on behalf of any other person, business, principal, or entity, directly or indirectly solicit any of Company’ employees for a competing business or induce or attempt to induce any of Company’ employees to terminate their employment with Company. c. It is the desire and intent of the parties that the provisions of this Section 9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 9 shall be adjudicated to be invalid or unenforceable, this Section 9 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. d. Nothing in this Section 9 shall reduce or abrogate Executive’s obligations during the Employment Term. Notwithstanding anything contained herein to the contrary, this Section 9 shall be of no force and effect if Executive is terminated pursuant to Section 5(b) (Termination Without Cause).

Covenant Not to Compete; Non-Solicitation. a. During Limitation on Public ------------------------------------------------------------- Statements. (a) For so long as the Employment Term Executive is employed by the Company and for ---------- a period of one year after the Termination Date, the Executive shall not compete, directly or indirectly, with the Company, including, without limitation, by being employed by, or being an officer or director of, or consultant to, any Person engaged in the same business then engaged in by the Company, whereby the Executive performs services, or has reporting authority for others providing services, within the Company's service area, or by being an investor (representing more than a 5% equity interest) in a Person engaged in the same business then engaged in by the Company in the Company's service area. (b) For so long as the Executive is employed by the Company and for a period of one (1) year thereafterafter the Termination Date, the Executive shall notnot interfere with, directly disrupt or indirectlyattempt to disrupt the relationship, engage contractual or participate inotherwise, prepare or set upbetween the Company and any customer, assist or have any interest in any personclient, partnership, corporation, firm, association, or other business organization, entity or enterprise (whether as an employee, officer, director, agent, security holder, creditorsupplier, consultant or otherwise) that engages in any activity, which is employee of the same as, similar to, or competitive with any activity engaged in by Company or in any way relating to the business conducted by Company. b. During the Employment Term and for (c) For a period of one (1) year thereafterfollowing the Termination Date, the Executive shall not, for himself or on behalf of limit any other person, business, principal, or entity, directly or indirectly: (i) call on or solicit any customer or client of public statements concerning the Company to withdraw, curtail, or divert any those confirming the Company's prior employment of its business from Company; (ii) call on or solicit any of Company’ customers or clients for the purpose of providing the customer or client any proprietary information or any other customer information that relates to Company’ business or services; or (iii) take away, divert, or cause to withdraw any customer or client of Company for whom Executive provided services or with whom Executive has become acquainted during the Employment Term. In addition, during the Employment Term and for a period of one (1) year thereafter, Executive shall not, for himself or on behalf of any other person, business, principal, or entity, directly or indirectly solicit any of Company’ employees for a competing business or induce or attempt to induce any of Company’ employees to terminate their employment with CompanyExecutive. c. (d) It is the desire and intent of the parties that the provisions of this Section 9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 9 shall be adjudicated to be invalid or unenforceable, this Section 9 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. d. Nothing in this Section 9 shall reduce or abrogate Executive’s obligations during the Employment Term. Notwithstanding anything contained herein to the contrary, this Section 9 shall be of no force and effect if Executive is terminated pursuant to Section 5(b) (Termination Without Cause).