Common use of Non-Compete and Non-Solicitation Covenants Clause in Contracts

Non-Compete and Non-Solicitation Covenants. a. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, (ii) after the Company's termination of this Agreement without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (e) or (f) of Section 5 or (iv) upon the occurrence of a Material Adverse Event (as defined below), Executive will not do any of the following, directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Company Board (which consent shall not be unreasonably withheld): (1) engage or participate, directly or indirectly, in any business activity competitive with the business conducted by the Company or any of its subsidiaries as of the Effective Time or thereafter (collectively, the "Business"); (2) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity if such portion of such business is competitive with the Business. Notwithstanding the foregoing, Executive may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities competitive with the Business. b. Except in furtherance of the Company's Business or otherwise on behalf of the Company, Executive will not do any of the following, directly or indirectly, during the Covenant Period without the prior written consent of the Company Board (which consent shall not be unreasonably withheld): (1) solicit or call on, either directly or indirectly, any customer or supplier with whom the Company or any of its subsidiaries shall have dealt with (x) in the two year period preceding the Effective Time or (y) any time after the Effective Time; (2) influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company or any of its subsidiaries; or (3) influence or attempt to influence any person either (i) to terminate or modify his or her employment, consulting, agency, distributorship or other arrangement with the Company or any of its subsidiaries, or (ii) to employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company or any of its subsidiaries as an employee, consultant, agent or distributor of the Company or any of its subsidiaries at any time during (x) the one (1) year period immediately preceding the Effective Time or (y) any time after the Effective Time.

Non-Compete and Non-Solicitation Covenants. a. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, (ii) after the Company's termination of this Agreement without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (e) or (f) of Section 5 or (iv) upon the occurrence of a Material Adverse Event (as defined below), Executive will not do any of the following, directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Chief Executive Officer of the Company Board (which consent shall not be unreasonably withheld): (1) engage or participate, directly or indirectly, in any business activity competitive with the business conducted by the Company or any of its subsidiaries as of the Effective Time or thereafter (collectively, the "Business"); (2) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity if such portion of such business is competitive with the Business. Notwithstanding the foregoing, Executive may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities competitive with the Business. b. Except in furtherance of the Company's Business or otherwise on behalf of the Company, Executive will not do any of the following, directly or indirectly, during the Covenant Period without the prior written consent of the Chief Executive Officer of the Company Board (which consent shall not be unreasonably withheld): (1) solicit or call on, either directly or indirectly, any customer or supplier with whom the Company or any of its subsidiaries shall have dealt with (x) in the two year period preceding the Effective Time or (y) any time after the Effective Time; (2) influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company or any of its subsidiaries; or (3) influence or attempt to influence any person either (i) to terminate or modify his or her employment, consulting, agency, distributorship or other arrangement with the Company or any of its subsidiaries, or (ii) to employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company or any of its subsidiaries as an employee, consultant, agent or distributor of the Company or any of its subsidiaries at any time during (x) the one (1) year period immediately preceding the Effective Time or (y) any time after the Effective Time.

Non-Compete and Non-Solicitation Covenants. a. Except 5.1 For and in consideration of the payments described in Sections 3.1 and 3.2, and for other valuable consideration set forth in this Agreement, each of Xxxxxxx and Xxxxxx agrees that during the thirty-six (36) month period immediately following the Effective Date of this Agreement, he will not directly or indirectly, either on his own behalf or on behalf of any person, partnership, association, corporation, company or other entity: (i) Engage in, become employed by, become affiliated with or become interested in furtherance any business that is in competition with any of the Company's Non-Compete Parties (as defined below in Article XI). Throughout this Article, “engage in,” “become employed by,” “become affiliated with” or “become interested in” shall mean either (1) in a capacity calling for the rendering of any services or participating in management or operations in any capacity or (2) financially, other than as a stockholder owning less than two (2%) percent of a corporation whose stock is listed on a national securities exchange or is traded on the over-the-counter market. Throughout this Article, a business shall be considered to be “in competition with the Non-Compete Parties” if the business is engaged in the same or otherwise on behalf a competing line of business with any of the Company, Non-Compete Parties. (ii) after Transact, do or solicit business of the Company's termination same or similar nature to the business of any of the Non-Compete Parties or with any of the Non-Compete Parties’ Clients. Throughout this Article, the term “Non-Compete Parties’ Clients” includes, but is not limited to: (1) persons, entities, corporations, divisions or subsidiary offices of companies or individuals and their affiliates for which any of the Non-Compete Parties is providing services at the time of the Effective Date of this Agreement without Cause or which have, at any time within the twelve (as defined in Section 5 12) month period prior to the Effective Date of this Agreement, purchased or acquired or executed an agreement providing for the purchase or acquisition of any of the Non-Compete Parties’ services or products; (c))2) persons, entities, corporations, divisions or subsidiary offices of those companies or individuals and their affiliates which were solicited by any of the Non-Compete Parties at any time during the twelve (12) months prior to January 3, 2005. (iii) after Executive's termination Cause, induce or encourage any of this Agreement pursuant the Non-Compete Parties’ Clients to paragraphs (d)terminate or adversely change their relationship with any of the Non-Compete Parties, (e) including without limitation through any employment, consulting or (f) other relationship with any of Section 5 or the Non-Compete Parties’ Clients. (iv) upon the occurrence of Become employed by, become a Material Adverse Event (as defined below)consultant or contractor to, Executive will not do become affiliated with or become interested in any of the followingfollowing of the Non-Compete Parties Clients: Professional Insurance Agents Association of Ohio and University of California. (v) Divert or attempt to divert any of the Non-Compete Parties’ Clients to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, during any other act injurious or prejudicial to the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Company Board (which consent shall not be unreasonably withheld): (1) engage or participate, directly or indirectly, goodwill in any business activity competitive way associated with the business conducted by the Company or any of its subsidiaries as of the Effective Time or thereafter (collectively, the "Business"); (2) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity if such portion of such business is competitive with the Business. Notwithstanding the foregoing, Executive may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities competitive with the Business. b. Except in furtherance of the Company's Business or otherwise on behalf of the Company, Executive will not do any of the following, directly or indirectly, during the Covenant Period without the prior written consent of the Company Board (which consent shall not be unreasonably withheld):Non-Compete Parties. (1vi) solicit Cause, induce or call on, either directly or indirectly, encourage any customer or supplier with whom the Company or any of its subsidiaries shall have dealt with (x) in the two year period preceding the Effective Time or (y) any time after the Effective Time; (2) influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company or any of its subsidiaries; or (3) influence or attempt to influence any person either (i) to terminate or modify his or her employment, consulting, agency, distributorship or other arrangement with the Company or any of its subsidiaries, or (ii) to employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company or any of its subsidiaries as an employee, consultant, agent independent contractor or distributor otherwise of any of the Company Non-Compete Parties, who at the time thereof provides, or any of its subsidiaries at any time during (x) the one (1) year period immediately preceding prior thereto provided, services to any of the Effective Time Non-Compete Parties, to leave the employ of or terminate any relationship with any of the Non-Compete Parties. (yvii) Solicit for hire or engagement, seek to employ or have any discussions or other communications regarding hiring, engaging or employing any employee, consultant, independent contractor or otherwise of any of the Non-Compete Parties, who at the time thereof provides, or at any time after during the Effective Timeone (1) year period prior thereto provided, services to any of the Non-Compete Parties. 5.2 Plaintiffs acknowledge (i) that the promises and covenants in this Agreement are essential to protect the business and goodwill of the Non-Compete Parties, (ii) that the Non-Compete Parties would not have entered into this Agreement without these promises and covenants; (iii) that they have consulted with counsel and have been fully advised concerning the reasonableness and propriety of these promises and covenants; (iv) that these promises and covenants represent reasonable and necessary protection of the legitimate interests of the Non-Compete Parties; (v) that any breach or threatened breach of these promises and covenants will cause irreparable injury to the Non-Compete Parties and money damages will not provide adequate remedy; and (vi) that they will have the ability to make a reasonable living while observing these promises and covenants. 5.3 If any court determines that any of the covenants of this Article is unenforceable because of the duration, scope or nature of such covenant, such court shall have the power to reduce the duration, scope or nature of such covenant, as the case may be, and, in its reduced form, such covenant shall then be enforceable and shall be enforced.

Non-Compete and Non-Solicitation Covenants. a. 2.1. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, ; (ii) after the Company's termination of this Agreement Stockholder's [employment][directorship] with [the Company][subsidiary of the Company] without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (ebelow) or (f) of Section 5 or (iviii) upon the occurrence of a Material Adverse Event (as defined below), Executive Stockholder will not do any of the following, following directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") indirectly without the prior written consent of the Chief Executive Officer of the Company Board (which consent shall not be unreasonably withheld): 2.1.1. During the Covenant Period (1) as defined below), engage or participate, directly or indirectly, in any business activity competitive with the business conducted by the Company or any of its subsidiaries as at any time prior to the closing of the Initial Offering (the "Effective Time Time") or thereafter any other business of the Company conducted at any time during Stockholder's term as an employee and/or director of the Company or one of its subsidiaries (collectively, the "Business"); (2) 2.1.2. During the Covenant Period, become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity if where such portion of such business is competitive with the Business. Notwithstanding Business (notwithstanding the foregoing, Executive Stockholder may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities competitive with the Business.); b. 2.2. Except in furtherance of the Company's Business business or otherwise on behalf of the Company, Executive Stockholder will not do any of the following, following directly or indirectly, during the Covenant Period indirectly without the prior written consent of the Chief Executive Officer of the Company Board (which consent shall not be unreasonably withheld): (1) 2.2.1. During the Covenant Period, solicit or call on, either directly or indirectly, any customer or supplier with whom the Company or any of its subsidiaries shall have dealt with (x) in the two (2) year period preceding the Effective Time or (y) any time anytime after the Effective Time; (2) 2.2.2. During the Covenant Period, influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company or any of its subsidiaries; or (3) 2.2.3. During the Covenant Period, influence or attempt to influence any person either (i) to terminate or modify his or her the employment, consulting, agency, distributorship or other arrangement with the Company or any of its subsidiaries, or (ii) to employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company or any of its subsidiaries as an employee, consultant, agent or distributor of the Company or any of its subsidiaries at any time during (x) the one (1) year period immediately preceding the Effective Time or (y) any time after the Effective Time.