Common use of Interests to be Protected Clause in Contracts

Interests to be Protected. The parties acknowledge that during the term of Executive’s employment, Executive will perform essential services for the Company and its affiliates, employees, and shareholders, and for municipalities and other persons or entities with which the Company or one or more of its affiliates contracts or to or through which the Company or one or more of its affiliates provides services (collectively, “clients”) of the Company. For purposes of this Section 10, reference to the Company shall include reference to the Company and its affiliates. In addition, Executive will be exposed to, have access to, and be required to work with, a considerable amount of the Confidential and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of the Company have been trained by, and are valuable to the Company, and that if the Company must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnel. The parties expressly recognize that should Executive compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of the Company’s business. The parties acknowledge that these covenants set forth throughout this Section 10 have an extended duration; however, they agree that these covenants are reasonable and necessary for the protection of the legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Executive if Executive’s employment with the Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party has been given the opportunity to consult with legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of ExecutiveEmployee’s employment, Executive Employee will perform essential services for the Company and its affiliatesAffiliates, employees, employees and shareholders, and for municipalities and other persons or entities with which the Company or one or more of its affiliates Affiliates contracts or to or through which the Company or one or more of its affiliates Affiliates provides services (collectively, “clients”) of the Company. For purposes of this Section 104, reference to the Company shall include reference to the Company and its affiliatesAffiliates. Therefore, Employee will be given an opportunity to meet, work with and develop close working relationships with the Company’s clients on a first-hand basis, and Employee will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive Employee will be exposed to, have access to, and be required to work with, a considerable amount of the Confidential and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of the Company have been trained by, and are valuable to the Company, and that if the Company must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnel. The parties expressly recognize that should Executive Employee compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of the Company’s business. The parties acknowledge that these covenants set forth throughout this Section 10 4 have an extended duration; however, they agree that these covenants are reasonable and necessary for the protection of the legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if ExecutiveEmployee’s employment with the Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party has been given the opportunity to consult with legal counsel before entering into this Agreement.