Common use of Non-Compete; Confidentiality Clause in Contracts

Non-Compete; Confidentiality. (a) The Consultant agrees that during the Consulting Period the Consultant will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth of Pennsylvania (a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the services of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant shall keep secret and confidential and shall not disclose to any third party (other than the Company or any of its subsidiaries or any persons employed or engaged by such entities) in any fashion or for any purpose whatsoever any information regarding the Company or any of its subsidiaries which is not available to the general public to which the Consultant had access at any time during the course of the Consultant’s service to the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant agrees that damages at law will be an insufficient remedy to the Company and the Bank in the event that the Consultant violates any of the provisions of paragraph (a) or (b) of this Section 8, and that the Company and/or the Bank may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 8. The Consultant hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant and to any other court order which may be issued against the Consultant from violating, or directing the Consultant to comply with, any of the covenants in paragraph (a) or (b) of this Section 8. The Consultant also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank against the Consultant for such breaches or threatened or attempted breaches. (d) In addition to the rights of the Company and the Bank set forth in paragraph (c) of this Section 8, in the event that the Consultant shall violate the terms and conditions of paragraphs (a) or (b) of this Section 8, the Company and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company or its subsidiaries, if applicable, to the Consultant, other than with respect to payments or benefits to the Consultant under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.

Non-Compete; Confidentiality. (a) The Consultant Executive agrees that during the Consulting Period three-year period following consummation of the Consultant Merger the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth State of Pennsylvania Connecticut (a “"Competing Business”"), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company Banknorth or any of its subsidiaries to leave the services employment of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company Banknorth or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company Banknorth or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company Banknorth or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant Executive shall keep secret and confidential and shall not disclose to any third party (other than the Company Company, Banknorth or any of its subsidiaries or any persons employed or engaged by such entitiestheir respective subsidiaries) in any fashion or for any purpose whatsoever any information regarding the Company Company, Banknorth or any of its their respective subsidiaries which is not available to the general public to which the Consultant Executive had access at any time during the course of the Consultant’s service to Executive's employment by the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant Executive agrees that damages at law will be an insufficient remedy to the Company and the Bank Banknorth in the event that the Consultant Executive violates any of the provisions of paragraph (a) or (b) of this Section 83, and that the Company and/or the Bank Banknorth may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 83. The Consultant Executive hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant Executive and to any other court order which may be issued against the Consultant Executive from violating, or directing the Consultant Executive to comply with, any of the covenants in paragraph (a) or (b) of this Section 85. The Consultant Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank Banknorth against the Consultant Executive for such breaches or threatened or attempted breaches. (d) In addition to the Banknorth's rights of the Company and the Bank set forth in paragraph (c) of this Section 83, in the event that the Consultant Executive shall violate the terms and conditions of paragraphs (a) or (b) of this Section 83, the Company Banknorth and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company Banknorth or its subsidiaries, if applicable, to the ConsultantExecutive, other than with respect to payments or benefits to the Consultant Executive under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.

Non-Compete; Confidentiality. (a) The Consultant agrees that during the Consulting Period the Consultant will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth of Pennsylvania (a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the services of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant shall keep secret and confidential and shall not disclose to any third party (other than the Company or any of its subsidiaries or any persons employed or engaged by such entities) in any fashion or for any purpose whatsoever any information regarding the Company or any of its subsidiaries which is not available to the general public to which the Consultant had access at any time during the course of the Consultant’s service to the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant agrees that damages at law will be an insufficient remedy to the Company and the Bank in the event that the Consultant violates any of the provisions of paragraph (a) or (b) of this Section 8, and that the Company and/or the Bank may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 8. The Consultant hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant and to any other court order which may be issued against the Consultant from violating, or directing the Consultant to comply with, any of the covenants in paragraph (a) or (b) of this Section 8. The Consultant also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank against the Consultant for such breaches or threatened or attempted breaches. (d) In addition to the rights of the Company and the Bank set forth in paragraph (c) of this Section 8, in the event that the Consultant shall violate the terms and conditions of paragraphs (a) or (b) of this Section 8, the Company and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company or its subsidiaries, if applicable, to the Consultant, other than with respect to payments or benefits to the Consultant under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.

Non-Compete; Confidentiality. (a) The Consultant Executive agrees that during the Consulting Period one-year period(2) following consummation of the Consultant Merger the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth State of Pennsylvania Connecticut (a “"Competing Business”"), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company Banknorth or any of its subsidiaries to leave the services employment of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company Banknorth or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company Banknorth or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company Banknorth or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant Executive shall keep secret and confidential and shall not disclose to any third party (other than the Company Company, Banknorth or any of its subsidiaries or any persons employed or engaged by such entitiestheir respective subsidiaries) in any fashion or for any purpose whatsoever any information regarding the Company Company, Banknorth or any of its their respective subsidiaries which is not available to the general public to which the Consultant Executive had access at any time during the course of the Consultant’s service to Executive's employment by the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, ----------- (2) Three-year period in the case of the agreement with Xx. Xxxxxx. support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant Executive agrees that damages at law will be an insufficient remedy to the Company and the Bank Banknorth in the event that the Consultant Executive violates any of the provisions of paragraph (a) or (b) of this Section 85, and that the Company and/or the Bank Banknorth may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 85. The Consultant Executive hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant Executive and to any other court order which may be issued against the Consultant Executive from violating, or directing the Consultant Executive to comply with, any of the covenants in paragraph (a) or (b) of this Section 85. The Consultant Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank Banknorth against the Consultant Executive for such breaches or threatened or attempted breaches. (d) In addition to the Banknorth's rights of the Company and the Bank set forth in paragraph (c) of this Section 85, in the event that the Consultant Executive shall violate the terms and conditions of paragraphs (a) or (b) of this Section 85, the Company Banknorth and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company Banknorth or its subsidiaries, if applicable, to the ConsultantExecutive, other than with respect to payments or benefits to the Consultant Executive under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.

Non-Compete; Confidentiality. (a) The Consultant Executive agrees that during the Consulting Period one-year period2 following consummation of the Consultant Merger the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company (excluding the Company and the Bank) which has an office in the Commonwealth State of Pennsylvania Connecticut (a “"Competing Business”"), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company Banknorth or any of its subsidiaries to leave the services employment of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company Banknorth or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company Banknorth or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company Banknorth or its subsidiaries and any such customers. (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant Executive shall keep secret and confidential and shall not disclose to any third party (other than the Company Company, Banknorth or any of its subsidiaries or any persons employed or engaged by such entitiestheir respective subsidiaries) in any fashion or for any purpose whatsoever any information regarding the Company Company, Banknorth or any of its their respective subsidiaries which is not available to the general public to which the Consultant Executive had access at any time during the course of the Consultant’s service to Executive's employment by the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, __________________________ 2 Three-year period in the case of the agreement with Mx. Xxxxxx. support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. (c) The Consultant Executive agrees that damages at law will be an insufficient remedy to the Company and the Bank Banknorth in the event that the Consultant Executive violates any of the provisions of paragraph (a) or (b) of this Section 85, and that the Company and/or the Bank Banknorth may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 85. The Consultant Executive hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant Executive and to any other court order which may be issued against the Consultant Executive from violating, or directing the Consultant Executive to comply with, any of the covenants in paragraph (a) or (b) of this Section 85. The Consultant Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank Banknorth against the Consultant Executive for such breaches or threatened or attempted breaches. (d) In addition to the Banknorth's rights of the Company and the Bank set forth in paragraph (c) of this Section 85, in the event that the Consultant Executive shall violate the terms and conditions of paragraphs (a) or (b) of this Section 85, the Company Banknorth and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company Banknorth or its subsidiaries, if applicable, to the ConsultantExecutive, other than with respect to payments or benefits to the Consultant Executive under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.