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 Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive will be exposed to, have access to, and be required to work with, a considerable amount of Rural/Metro’s Confidential and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Rural/Metro have been trained by, and are valuable to Rural/Metro, and that if Rural/Metro 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 Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s business. The parties acknowledge that these covenants set forth throughout this Section 11 have an extended duration; however, they agree that these covenants are reasonable and necessary for the protection of the legitimate business interests of Rural/Metro. For these and other reasons, and the fact that there are many other employment opportunities available to Executive if Executive should terminate, 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. For purposes of this Section 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/Metro, its employees and shareholders, and for clients Employer during the term of Rural/MetroEmployee's employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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, with a considerable amount of Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer have been trained by, by and are valuable to Rural/Metro, Employer and that Employer will incur substantial expense in recruiting and training personnel if Rural/Metro it must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s businessEmployer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are reasonable this covenant is reasonable, and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminatehis employment with Employer is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/Metro, its employees and shareholders, and for clients Employer during the term of Rural/MetroEmployee's employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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, with a considerable amount of Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer have been trained by, by and are valuable to Rural/Metro, Employer and that Employer will incur substantial expense in recruiting and training personnel if Rural/Metro it must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s businessEmployer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are reasonable this covenant is reasonable, and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminatehis employment with Employer is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this Section 5, the term “Employer” shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/Metro, its employees and shareholders, and for clients Employer during the term of Rural/MetroEmployee’s employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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, with a considerable amount of Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer have been trained by, by and are valuable to Rural/Metro, Employer and that Employer will incur substantial expense in recruiting and training personnel if Rural/Metro it must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/MetroEmployer’s businessbusiness should Employee compete with Employer in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are reasonable this covenant is reasonable, and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminatehis employment with Employer is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/MetroEmployer, its employees and shareholdersemployees, and for clients its stockholders during the term of Rural/MetroEmployee’s employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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 Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer have been trained by, and are valuable to Rural/Metroto, Employer and that Employer will incur substantial recruiting and training expenses if Rural/Metro Employer must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/MetroEmployer’s businessbusiness should Employee compete with Employer in any manner whatsoever. Accordingly, in consideration of Employer’s promise herein to provide certain benefits to Employee following termination of employment under certain circumstances, Employee agrees to the following covenants. The parties acknowledge that these covenants set forth throughout this Section 11 have an extended duration; however, they agree that these the covenants are reasonable and are necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminateEmployee’s employment is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/MetroEmployer, its employees and shareholderssubsidiaries, its employees, and for clients its stockholders during the term of Rural/MetroEmployee’s employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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 Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer and its subsidiaries have been trained by, and are valuable to Rural/Metroto, Employer and its subsidiaries and that Employer and its subsidiaries will incur substantial recruiting and training expenses if Rural/Metro Employer or its subsidiaries must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s businessthe business of Employer and its subsidiaries should Employee compete with Employer or any of its subsidiaries in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are this covenant is reasonable and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its subsidiaries, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminatehis employment is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of Executive’s his employment, Executive will perform essential services for Rural/MetroAAGH, its employees and shareholders, and for clients of Rural/MetroAAGH. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s AAGH's clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive will gain valuable insight as to the clients’ ' operations, personnel and need for services. In addition, Executive will be exposed to, have access to, and be required to work with, a considerable amount of Rural/Metro’s AAGH's Confidential and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Rural/Metro AAGH have been trained by, and are valuable to Rural/MetroAAGH, and that if Rural/Metro AAGH 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 Rural/Metro AAGH in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s AAGH's business. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are this covenant is reasonable and it is necessary for the protection of the legitimate business interests of Rural/MetroAAGH, its shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive if Executive he should terminate, 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 independent legal counsel before entering into this Agreement.

Interests to be Protected. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/MetroEmployer, its employees and shareholderssubsidiaries, its employees, and for clients its stockholders during the term of Rural/MetroEmployee’s employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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 Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer and its subsidiaries have been trained by, and are valuable to Rural/Metroto, Employer and its subsidiaries and that Employer and its subsidiaries will incur substantial recruiting and training expenses if Rural/Metro Employer or its subsidiaries must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s businessbusiness of Employer and its subsidiaries should Employee compete with Employer or any of its subsidiaries in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are this covenant is reasonable and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its subsidiaries, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive should terminatehis employment is terminated, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. As used in this Section 5, the term "Employer" shall include Employer, Action, and any of Action's other wholly or partially owned subsidiaries as of the date of this Agreement or formed or acquired after the date of this Agreement. The parties acknowledge that during the term of Executive’s employment, Executive Employee will perform essential services for Rural/MetroEmployer, its employees and shareholdersemployees, and for clients its stockholders during the term of Rural/MetroEmployee's employment with Employer. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive 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 Rural/Metro’s Confidential and Proprietary InformationInformation (as defined below). The parties also expressly recognize and acknowledge that the personnel of Rural/Metro Employer have been trained by, and are valuable to Rural/Metroto, Employer and that Employer will incur substantial recruiting and training expenses if Rural/Metro Employer must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnelvacancies. The parties expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Rural/Metro’s businessEmployer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that these covenants set forth throughout this Section 11 have covenant has an extended duration; however, they agree that these covenants are this covenant is reasonable and it is necessary for the protection of the legitimate business interests of Rural/MetroEmployer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Executive Employee if Executive he should terminateterminate his employment, 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 entered into freely, voluntarily voluntarily, and knowingly entered intoknowingly. FurtherFurthermore, each party has been was given the opportunity to consult with independent legal counsel before entering into this Agreement.