Common use of Non-Compete and Confidentiality Clause in Contracts

Non-Compete and Confidentiality. 5.1 Xx. Xxxxxxx undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil. 5.2 Xx. Xxxxxxx agrees during this period not to: a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or e) Make use of or (except as required by law or any competent regulatory boddisclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or f) Use or (insofar as he can reasonably do sallow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name. 5.3 For purpose of this clause 5: a) Xx. Xxxxxxx is concerned in a business if he carries it on as principal or agent or if: A He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or

Non-Compete and Confidentiality. 5.1 Xx. Xxxxxxx Mr. Decat undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil. 5.2 Xx. Xxxxxxx Mr. Decat agrees during this period not to: a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or e) Make use of or (except as required by law or any competent regulatory boddisclose bode) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or f) Use or (insofar as he can reasonably do sallow so) allow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name. 5.3 For purpose of this clause 5: a) Xx. Xxxxxxx Mr. Decat is concerned in a business if he carries it on as principal or agent or if: A : A. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or B. He has any direct financial interest (as shareholder or otherwise) in any person who carries on the business; or C. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct financial interest (as shareholder of otherwise) in any person who carries on the business, Disregarding any financial interest of Mr. Decat in securities which are held for investment purposes only and are listed or traded on any generally recognized market if Mr. Decat and any person connected with him (the Investors) are together interested in securities which amount to less than five per cent of the issues securities of that class and which, in all circumstances, carry less than five per cent of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the securities or of any person connected with it other than by the exercise of voting rights attaching to the securities; and b) References to a Taminco Group Company or the Company include its successors in business. 5.4 Mr. Decat acknowledges that the above provisions of this clause are no more extensive than is reasonable to protect the Company and the Taminco Group Companies. 5.5 In the event of a breach of his duties under this clause, Mr. Decat shall pay to the Company, the sum of € 250,000. — for each breach and, in addition, the sum of € 10,000.— for each day that he continues to be in breach, without the need to serve notice or the need of a court order and without prejudice to any right of the Company (or the relevant Taminco Group Company) to recover damages in excess of the amounts specified in this clause. 5.6 The Parties acknowledge the importance of the non-competition and confidentiality obligations in this clause for the Company and the Taminco Group Companies and that such amount represent a genuine and reasonable estimate of the damage likely to be suffered by the Company and/or the relevant Taminco Group Company if Mr. Decat breaches any of his obligations under this clause.

Non-Compete and Confidentiality. 5.1 Xx. Xxxxxxx Xxxxxxxx undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil. 5.2 Xx. Xxxxxxx Xxxxxxxx agrees during this period not to: (a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or (b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or (c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or (d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or (e) Make use of or (except as required by law or any competent regulatory boddisclose bode) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or (f) Use or (insofar as he can reasonably do sallow so) allow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name. 5.3 For purpose of this clause 5: (a) Xx. Xxxxxxx Xxxxxxxx is concerned in a business if he carries it on as principal or agent or if: A : A. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or B. He has any direct financial interest (as shareholder or otherwise) in any person who carries on the business; or C. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct financial interest (as shareholder of otherwise) in any person who carries on the business, Disregarding any financial interest of Xx. Xxxxxxxx in securities which are held for investment purposes only and are listed or traded on any generally recognized market if Xx. Xxxxxxxx and any person connected with him (the Investors) are together interested in securities which amount to less than five per cent of the issues securities of that class and which, in all circumstances, carry less than five per cent of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the securities or of any person connected with it other than by the exercise of voting rights attaching to the securities; and (b) References to a Taminco Group Company or the Company include its successors in business. 5.4 Xx. Xxxxxxxx acknowledges that the above provisions of this clause are no more extensive than is reasonable to protect the Company and the Taminco Group Companies. 5.5 In the event of a breach of his duties under this clause, Xx. Xxxxxxxx shall pay to the Company, the sum of € 250,000 — for each breach and, in addition, the sum of € 10,000 — for each day that he continues to be in breach, without the need to serve notice or the need of a court order and without prejudice to any right of the Company (or the relevant Taminco Group Company) to recover damages in excess of the amounts specified in this clause. 5.6 The Parties acknowledge the importance of the non-competition and confidentiality obligations in this clause for the Company and the Taminco Group Companies and that such amount represent a genuine and reasonable estimate of the damage likely to be suffered by the Company and/or the relevant Taminco Group Company if Xx. Xxxxxxxx breaches any of his obligations under this clause.

Non-Compete and Confidentiality. 5.1 5.1. Xx. Xxxxxxx Xxxxxx undertakes not to develop any activities or take any actions which may be competitive to the business conducted or planned by the Company or any company belonging to the Group during the entire term of this Agreement and during two years after the termination hereof. The application of this non-compete obligation will be limited to the territory of Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States of America and Brazil. 5.2 5.2. Xx. Xxxxxxx Xxxxxx agrees during this period not to: a) Be concerned in any business which is directly competitive with the business, or any part thereof, of the Company or a Taminco Group Company; or b) Except on behalf of the Company or a Taminco Group Company, canvass or solicit orders for goods of a similar type to those being manufactured or dealt in or for services similar to those being provided by the Company or any Taminco Group Company from any person who is or has been at any time within the year prior to this Agreement a customer of the Company or a Taminco Group Company; or c) Induce or attempt to induce any supplier of the Company or a Taminco Group Company to cease to supply, or to restrict or vary the terms of supply, to the Company or a Taminco Group Company; or d) Induce or attempt to induce any director or senior employee of the Company or a Taminco Group Company to leave the Company or that Taminco Group Company with a view to hiring such person; or e) Make use of or (except as required by law or any competent regulatory boddisclose bode) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or any Taminco Group Company; or f) Use or (insofar as he can reasonably do sallow so) allow to be used (except by the Company or Taminco Group Companies) any trade name used by the Company or a Taminco Group Company or any other name intended or likely to be confused with such a trade name. 5.3 5.3. For purpose of this clause 5: a) Xx. Xxxxxxx Xxxxxx is concerned in a business if he carries it on as principal or agent or if: A : A. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or B. He has any direct financial interest (as shareholder or otherwise) in any person who carries on the business; or C. He is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct financial interest (as shareholder of otherwise) in any person who carries on the business, Disregarding any financial interest of Xx. Xxxxxx in securities which are held for investment purposes only and are listed or traded on any generally recognized market if Xx. Xxxxxx and any person connected with him (the Investors) are together interested in securities which amount to less than five per cent of the issues securities of that class and which, in all circumstances, carry less than five per cent of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the securities or of any person connected with it other than by the exercise of voting rights attaching to the securities; and b) References to a Taminco Group Company or the Company include its successors in business. 5.4. Xx. Xxxxxx acknowledges that the above provisions of this clause are no more extensive than is reasonable to protect the Company and the Taminco Group Companies. 5.5. In the event of a breach of his duties under this clause, Xx. Xxxxxx shall pay to the Company, the sum of € 250,000. — for each breach and, in addition, the sum of € 10,000. — for each day that he continues to be in breach, without the need to serve notice or the need of a court order and without prejudice to any right of the Company (or the relevant Taminco Group Company) to recover damages in excess of the amounts specified in this clause.