Common use of COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS Clause in Contracts

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee worked or for which Employee had responsibility during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement. B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee worked or for which Employee had responsibility during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Long-Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement. B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee I worked or for which Employee I had responsibility during the twenty-four (24) month period preceding Employee’s my departure from the Company; provided however, if Employee’s If your employment terminates by reason of Retirement as defined in the Long Term Incentive Award Overview, the Company consents to Employee your becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies you comply with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement. B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee Xxxxxxxx agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in to which Employee worked or was assigned and/or for which Employee had responsibility was responsible for during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however. B. Solicit, if Employee’s employment terminates by reason of Retirement divert, entice, or take away, or attempt to solicit, divert, entice or take away any customers in the Covered Territory with whom Employee had contact, involvement, or responsibility or regarding which Employee received Confidential Information (as defined in Section I.A. above) during the Long Term Incentive Award Overviewlast two (2) years of employment with Fifth Third (the “Look Back Period”) (such customers to be referred to as “Customer(s)”) for the sale or provision of any product or service that competes with a product or service offered by Fifth Third and/or as to which Employee had material-involvement or about which Employee received confidential or proprietary information during the Look Back Period. “Covered Territory” is the geographic territory where Employee worked, to which Employee was assigned and/or for which Employee was responsible at any time during the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement.Look Back Period; B. C. Directly or indirectly solicit, divert, entice or take away any customerspotential customer or business identified, business selected or prospective business targeted by the Company in the Covered Territory with whom he or she had contact, involvement or responsibility during his or her employment with the CompanyCompany during the Lookback Period , or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she and as to which Employee had contact, material involvement or responsibility about which Employee received Confidential Information during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the CompanyLook Back Period; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company in the Covered Territory with whom he or she has had material contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement. If Employee is located in either Nebraska or Oklahoma, the provisions of this Section II.(c). concerning potential customers shall not apply. For Colorado, Illinois, and Virginia employees, the non-solicitation provisions of Section II shall not apply to Employees whose average weekly earnings fall below the threshold required for non-solicitation obligations provided for under applicable state law as it exists at the time of the execution of this Agreement. If Employee is located in Colorado, any choice of law, jurisdiction or venue provision in this Agreement does not apply with respect to any claims relating to Sections I-III. Such claims (and only such claims) will be governed by Colorado law and may be adjudicated in the state or federal courts of Colorado.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee Xxxxxxxx agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee worked or for which Employee had responsibility during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement. B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee Xxxxxxxx agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee worked or for which Employee I had responsibility during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement.; B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee I worked or for which Employee I had responsibility during the twenty-four (24) month period preceding Employee’s my departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Long-Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement. B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.

COVENANT PROHIBITING COMPETITION AND SOLICITATION OF CUSTOMERS. Confidential Information of the Company gained by Employee during employment is developed by the Company through substantial expenditures of time, effort, and financial resources, and constitutes valuable and unique property of the Company. Employee acknowledges, understands, and agrees that the foregoing makes it necessary for the protection of the Company’s business that Employee does not divert business of the Company’s customers from the Company and that he or she maintain the confidentiality and integrity of Confidential Information. Therefore, Employee Xxxxxxxx agrees that during his or her employment and for a period of one (1) year thereafter he or she will not: A. Enter into an ownership, consulting or employment arrangement with, or render services for, any individual or entity rendering services or handling products competitive with the Company in any geographic region or territory in which Employee worked or for which Employee had responsibility during the twenty-four (24) month period preceding Employee’s departure from the Company; provided however, if Employee’s employment terminates by reason of Retirement as defined in the Long Term Incentive Award Overview, the Company consents to Employee becoming an employee or director of, or a consultant to or advisor to, another financial institution, so long as Employee complies with any applicable agreements containing covenants pertaining to confidential information or prohibiting solicitation of customers or employees, including the terms of this Agreement.;` B. Directly or indirectly solicit, divert, entice or take away any customers, business or prospective business with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; C. Directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Company with whom he or she had contact, involvement or responsibility during his or her employment with the Company, or attempt to do so for the sale of any product or service that competes with a product or service offered by the Company; or D. Accept or provide assistance in the accepting of (including, but not limited to, providing any service, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Company with whom he or she has had contact, involvement, or responsibility on behalf of any third party or otherwise for his or her own benefit. Nothing contained in this Section shall preclude Employee from accepting employment with or creating his or her own company, firm, or business that competes with the Company so long as his or her activities do not violate any of the terms of this Agreement.