Common use of Covenant Not to Compete; Nonsolicitation Clause in Contracts

Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes, acknowledges and agrees with Company that, for so long as Consultant renders the Services to Company and continuing for a period (the "Restricted Period") equal to the greater of (i) one year following the termination of this Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal Term, as the case may be, he will not, without the prior written consent of Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, company, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any country in which Company or any of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located). (b) As a separate and independent covenant, Consultant agrees with Company that, for so long as Consultant renders the Services to Company and continuing for the Restricted Period, he will not in any way, directly or indirectly (except in the course of his performance of the Services), for the purpose of conducting or engaging in any Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of Company or any of its Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of its Affiliates, or interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of Company or any of its Affiliates, or solicit, induce, hire or attempt to solicit, induce or hire any of them to leave the employ of Company or any of its Affiliates or violate the terms of their contracts, or any employment arrangements, with it. (c) For purposes of this Section 5.2, carrying on a "Competing Business" means operating a business that competes with the Business of the Company or providing information pursuant thereto in a manner that competes with Company or any of its Affiliates as of the date hereof or at any time thereafter during the Restricted Period, and any business that, in the judgment of the Board, competes with or is reasonably expected to compete with Company or any of its Affiliates; provided, however, that nothing herein shall limit the right of Consultant to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes, acknowledges and agrees with Company that, for so long as Consultant renders the Services to Company and continuing for a period (the "Restricted Period") equal to the greater of (i) one year following the termination of this Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal Term, as the case may be, he will not, without the prior written consent of Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, company, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any country in which Company or any of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located). (b) As a separate and independent covenant, Consultant agrees with Company that, for so long as Consultant renders the Services to Company and continuing for the Restricted Period, he will not in any way, directly or indirectly (except in the course of his her performance of the Services), for the purpose of conducting or engaging in any Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of Company or any of its Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of its Affiliates, or interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of Company or any of its Affiliates, or solicit, induce, hire or attempt to solicit, induce or hire any of them to leave the employ of Company or any of its Affiliates or violate the terms of their contracts, or any employment arrangements, with it. (c) For purposes of this Section 5.28.2, carrying on a "Competing Business" means operating a business that competes with the Business of the Company or providing information pursuant thereto in a manner that competes with Company or any of its Affiliates as of the date hereof or at any time thereafter during the Restricted Period, and any business that, in the judgment of the Board, competes with or is reasonably expected to compete with Company or any of its Affiliates; provided, however, that nothing herein shall limit the right of Consultant to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes, acknowledges and Employee expressly agrees with Company that, for so long as Consultant renders during the Services to Company Term of this Agreement and continuing for a period (the "Restricted Period") equal to the greater of (i) one year following two years after the termination of this Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal TermAgreement, as the case may beEmployee shall not, he will notdirectly or indirectly, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an individual, partner, joint venturer, employee, agent, salesperson, consultant, officer, directorindependent contractor, manageror owner of any entity, partner, consultant, agent or otherwisein any other capacity, alone or in association with with, on behalf of, or for the benefit of, any entity or other person, firm, company, corporation : a. make any statements or other business organization, carry on a Competing perform any acts intended to advance the interest of any competitor of the Business of the Company (as hereinafter defineddefined below) in any country in which Company or any manner that injures the Business of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located).the Company; (b) As a separate and independent covenant, Consultant agrees with Company that, for so long as Consultant renders the Services to Company and continuing for the Restricted Period, he will not in any way, b. directly or indirectly (except own or hold an equity interest in, or be employed by or receive compensation from, any party engaged in the course of his performance of the Services), for the purpose of conducting same or engaging in any Competing Business, call upon, solicit, advise or otherwise dosimilar business as, or attempt to doenter into or engage in, business with any person who is, or was, during the then most recent 12-month period, a customer of Company or any of its Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of its Affiliates, or interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of Company or any of its Affiliates, or solicit, induce, hire or attempt to solicit, induce or hire any of them to leave the employ of Company or any of its Affiliates or violate the terms of their contracts, or any employment arrangements, with it. (c) For purposes of this Section 5.2, carrying on a "Competing Business" means operating a business that competes with the Company, the Business of the Company or providing information pursuant thereto in a manner that competes with Company or any of its Affiliates as part of the date hereof or at any time thereafter during the Restricted Period, and any business that, in the judgment Business of the Board, competes with or is reasonably expected to compete with Company or any of its AffiliatesCompany; provided, however, that nothing herein shall limit this provision does not prohibit the right passive ownership of Consultant less than 5% equity interest in a publicly traded company; c. canvass, solicit, or accept any business that is Business of the Company; d. divert, entice or otherwise take away any customers, business, patronage or orders of the Company, or attempt to own not more than 1% do so, including directly or indirectly requesting or advising any past, present or future customers (a future customer being defined as an active sales prospect of the Company during the Term) to withdraw, curtail, or cancel their business relation with the Company, or any of its affiliates relating to the Business of the Company; e. induce or attempt to induce any employee of the Company or of any of its affiliates, to terminate his or her services with the debt Company or equity securities any of its affiliates, as applicable, or to discuss with any employee of the Company the development or operation of any business organization that is then filing reports intended to compete with the Securities and Exchange Commission pursuant to Section 13 or 15(d) Business of the Securities Exchange Act Company, provided that nothing shall prohibit Employee from making employment solicitations aimed at the general public, or from hiring any person who responds to any such solicitation; or f. promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business that competes with the Company or part of 1934the Business of the Company.

Covenant Not to Compete; Nonsolicitation. (a) Consultant -------------------------------------------- recognizes, acknowledges and agrees with Company that, for so long as Consultant renders the Services to Company and continuing for a period (the "Restricted ---------- Period") equal to the greater of (i) one year following the termination of this ------ Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal Term, as the case may be, he will not, without the prior written consent of Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, company, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any country in which Company or any of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located). (b) As a separate and independent covenant, Consultant agrees with Company that, for so long as Consultant renders the Services to Company and continuing for the Restricted Period, he will not in any way, directly or indirectly (except in the course of his her performance of the Services), for the purpose of conducting or engaging in any Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of Company or any of its Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of its Affiliates, or interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of Company or any of its Affiliates, or solicit, induce, hire or attempt to solicit, induce or hire any of them to leave the employ of Company or any of its Affiliates or violate the terms of their contracts, or any employment arrangements, with it. (c) For purposes of this Section 5.28.2, carrying on a "Competing --------- Business" means operating a business that competes with the Business of the -------- Company or providing information pursuant thereto in a manner that competes with Company or any of its Affiliates as of the date hereof or at any time thereafter during the Restricted Period, and any business that, in the judgment of the Board, competes with or is reasonably expected to compete with Company or any of its Affiliates; provided, however, that nothing herein shall limit the right of --------- ------- Consultant to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.