Common use of Non-Compete; Confidentiality Clause in Contracts

Non-Compete; Confidentiality. (a) For a period of two (2) years from the Closing Date of the acquisition of STP by the Company, Ms. Shafer, will not, directly or indirectly, compete in any manxxx xxxx the Company or STP, including, but not limited to: (i) soliciting any client of the Company or STP to transact business; (ii) transacting business with a competitor of the Company or STP; (iii) interfering or damaging a relationship between the Company or STP and any of their customers; (iv) soliciting an employee of the Company or STP; or (v) selling products similar to the products sold by the Company or STP in their market area. Moreover, Ms. Shafer shall treat as confidential information, all infxxxxxxxx xertaining to the Company or STP. The parties acknowledge that this Agreement shall not preclude Ms. Shafer from entering into an agreement with another companx xxxx xxxs not compete, directly or indirectly with the Company or STP. (b) The parties hereto acknowledge that the potential restrictions on Employee's future activities as set forth at Section 1(a) is reasonable in both duration and geographic scope and in all other respects. In the event that the provisions of Section 1(a) should ever be deemed to exceed the duration or geographic limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations or scope, as the case may be, permitted by applicable law, and the parties agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (c) The parties acknowledge that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of Section 1(a) and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and accordingly, each party agrees that in addition to any other rights or remedies which it may have at law or in equity, the non-breaching party would be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain a party from violating any of the provisions of this Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each party hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each such provision of Section 1 (a) specifically enforced against a violating party, without the necessity of posting bond or other security against the violating party, and consents to the entry of equitable or injunctive relief against the violating party enjoining or restraining any breach or threatened breach of Section 1(a).

Non-Compete; Confidentiality. (a) For a period of two (2) years from following the Closing Date of Date, DEFS agrees, for itself and for its Affiliates, and their respective successors or assigns (collectively, the acquisition of STP by "DEFS Companies") that the Company, Ms. Shafer, DEFS Companies will not, directly or indirectly, compete in any manxxx xxxx the Company with BUYER or STP, including, but not limited to: its Affiliates by (i) soliciting any client of acquiring transportation capacity on the Company or STP to transact business; AIM System, (ii) transacting business with a competitor of selling natural gas to any facility served, previously served by or connected to the Company AIM System at the Effective Time, or STP; (iii) interfering or damaging a relationship between purchasing natural gas produced from any production facilities connected to the Company or STP AIM System at the Effective Time. DEFS, for itself and each of the DEFS Companies, acknowledges that the restrictions contained in this Section 12.14 are reasonable and necessary to protect the legitimate interests of BUYER and its Affiliates, and that BUYER would not have entered into this Agreement in the absence of such restrictions. DEFS, for itself and each of the DEFS Companies, also acknowledges that any breach of Section 12.14 will cause continuing and irreparable injury to BUYER for which monetary damages would not be an adequate remedy. In the event of such breach by any of their customers; (iv) soliciting an employee the DEFS Companies, BUYER shall have the right to enforce the provisions of the Company this Section 12.14 by seeking injunctive or STP; or (v) selling products similar to the products sold by the Company or STP other equitable relief in their market area. Moreoverany court, Ms. Shafer shall treat as confidential information, all infxxxxxxxx xertaining to the Company or STP. The parties acknowledge that and this Agreement shall not preclude Ms. Shafer from entering into an agreement with another companx xxxx xxxs not compete, directly or indirectly with the Company or STP. (b) The parties hereto acknowledge that the potential restrictions on Employee's future activities as set forth at Section 1(a) is reasonable in both duration and geographic scope and in all other respectsany way limit remedies of equity available to BUYER. In the event that the provisions of this Section 1(a) 12.14 should ever be deemed adjudicated to exceed the duration time, geographic, or geographic other limitations or scope permitted by applicable lawLaw in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time time, geographic, or geographic other limitations or scope, as the case may be, permitted by applicable lawLaw. Notwithstanding the foregoing, the restrictions contained in this Section 12.14(a) shall not apply (i) following the acquisition of DEFS or substantially all of its assets by a Third Person, or the merger or consolidation of DEFS with a Third Person other than the Persons owning DEFS as of the date hereof, or (ii) if DEFS acquires directly or indirectly assets capable of being served by the AIM System or which include capacity on the AIM System as part of a transaction having a total value in excess of $200,000,000. (b) Effective at Closing, the Confidentiality Agreement is terminated, and DEFS will assign to BUYER the parties agree that benefit of and the restrictions and prohibitions contained herein shall be effective right to enforce any other confidentiality agreement entered into by DEFS or any of its Affiliates related to the fullest extent allowed under sale or any attempt to sell the Assets. From and after Closing, DEFS will not, except as required by applicable law Law, disclose any "Proprietary Information" as defined in the Confidentiality Agreement to any other Person or otherwise use any such jurisdictionProprietary Information to the competitive disadvantage of BUYER. (c) The parties acknowledge that it would be impossible to determine Without the amount of damages that would result from any breach of any prior written consent of the provisions of Section 1(a) and that other Party, neither Party shall publicly disclose the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and accordingly, each party agrees that in addition to any other rights or remedies which it may have at law or in equity, the non-breaching party would be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain a party from violating any terms of the provisions transactions contemplated herein, this Agreement or the Exhibits or Schedules hereto unless in the opinion of this Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each party hereby waives any claim or defense that a remedy at law alone is adequate and agrees, counsel to the maximum extent permitted disclosing Party, such disclosure is required by law, to have each or such provision of Section 1 (a) specifically enforced against a violating partydisclosure is requested by any Governmental Authority, without in which event, the necessity of posting bond or disclosing Party shall give the other security against Party as much prior written notice as practicable under the violating party, and consents to the entry of equitable or injunctive relief against the violating party enjoining or restraining any breach or threatened breach of Section 1(a).circumstances and

Non-Compete; Confidentiality. (a) For a period of two (2) years from the Closing Date date of termination, and subject to the acquisition provisions of STP by the CompanyParagraph 12 below, Ms. ShaferEmployee, will not, directly or indirectly, compete in any manxxx xxxx manner with the Company or STPGasSearch, including, but not limited to: (i) soliciting any client of the Company or STP GasSearch to transact business; (ii) transacting business with a competitor of the Company or STPGasSearch; (iii) interfering or damaging a relationship between the Company or STP GasSearch and any of their customers; (iv) soliciting an employee of the Company or STPGasSearch; or (v) selling products similar to the products sold by Employee in the Company Company's or STP in their GasSearch's market area. Moreover, Ms. Shafer Employee shall treat as confidential information, all infxxxxxxxx xertaining information pertaining to the Company or STP. The parties acknowledge that this Agreement shall not preclude Ms. Shafer from entering into an agreement with another companx xxxx xxxs not compete, directly or indirectly with the Company or STPGasSearch. (b) The parties hereto acknowledge that the potential restrictions on Employee's future activities as set forth at Section 1(a8(a) is reasonable in both duration and geographic scope and in all other respects. In the event that the provisions of Section 1(a8(a) should ever be deemed to exceed the duration or geographic limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations or scope, as the case may be, permitted by applicable law, and the parties agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (c) The parties acknowledge that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of Section 1(a8(a) and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and accordingly, each party agrees that in addition to any other rights or remedies which it may have at law or in equity, the non-breaching party would be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain a party from violating any of the provisions of this Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each party hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each such provision of Section 1 (a8(a) specifically enforced against a violating party, without the necessity of posting bond or other security against the violating party, and consents to the entry of equitable or injunctive relief against the violating party enjoining or restraining any breach or threatened breach of Section 1(a8(a).

Non-Compete; Confidentiality. (a) For a period of two (2) years from the Closing Date of date the acquisition of STP by the CompanyEmployee's employment under this Agreement terminates, Ms. ShaferEmployee, will not, directly or indirectly, compete in any manxxx xxxx manner with the Company or STP, including, but not limited to: (i) soliciting any client of the Company or STP to transact business; (ii) transacting business with a competitor of the Company or STP; (iii) interfering or damaging a relationship between the Company or STP and any of their customers; (iv) soliciting an employee of the Company or STP; or (v) selling products similar to the products sold by the Company or STP in their market area. Moreover, Ms. Shafer shall treat as confidential information, all infxxxxxxxx xertaining to the Company or STP. The parties acknowledge that this Agreement shall not preclude Ms. Shafer the Employee from entering into an agreement with another companx xxxx xxxs company that does not compete, directly or indirectly with the Company or STP. Moreover, Employee shall treat as confidential information, all information pertaining to the Company or STP. (b) The parties hereto acknowledge that the potential restrictions on Employee's future activities as set forth at Section 1(a8(a) is reasonable in both duration and geographic scope and in all other respects. In the event that the provisions of Section 1(a8(a) should ever be deemed to exceed the duration or geographic limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations or scope, as the case may be, permitted by applicable law, and the parties agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (c) The parties acknowledge that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of Section 1(a8(a) and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and accordingly, each party agrees that in addition to any other rights or remedies which it may have at law or in equity, the non-breaching party would be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain a party from violating any of the provisions of this Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each party hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each such provision of Section 1 (a8(a) specifically enforced against a violating party, without the necessity of posting bond or other security against the violating party, and consents to the entry of equitable or injunctive relief against the violating party enjoining or restraining any breach or threatened breach of Section 1(a8(a).