Common use of Non-Compete, Non-Solicitation Clause in Contracts

Non-Compete, Non-Solicitation. (a) Subject to Section 1(c) hereof, Executive covenants and agrees that, during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which shall not be unreasonably refused or delayed, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for the Applicable Period following termination, in the Relevant Territory (as defined in Section 8(b) below), and in competition with the Company or any of the Relevant Group Companies, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company). (v) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XX. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject to Section 1(c) hereof, Executive covenants and agrees that, during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which shall not be unreasonably refused or delayed, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for the Applicable Period following termination, in the Relevant Territory (as defined in Section 8(b) below), and in competition with the Company or any of the Relevant Group Companies, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company).; or (v) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XXXxxxxxxx. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject to Section 1(c) hereof, Executive covenants and agrees that, during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which that Executive shall not be unreasonably refused or delayednot, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for during the Applicable Period following terminationperiod up to and ending on December 31, in the Relevant Territory (as defined in Section 8(b) below), and in competition with the Company or any of the Relevant Group Companies2011, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies, except to the extent that the foregoing restriction is waived by the CEO in his sole discretion, with such waiver being evidenced by a written notice signed and delivered to Executive by the CEO on behalf of the Company Group; (ii) during the period commencing as of the Effective Date and ending as of the last day of the 24th full calendar month following Executive’s termination of employment with the Company for any reason (including, without limitation, Executive’s retirement as of the Retirement Date) (the “Applicable Period following terminationPeriod”), in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer of the Company or any of the Relevant Group Companies; (iii) for during the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following terminationPeriod, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company).; or (viv) following Executive’s termination of employment with the Company, represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XXXxxxxxxx. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject to Section 1(c) hereof, Executive covenants and agrees that, during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which shall not be unreasonably refused or delayed, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for the Applicable Period following termination, in the Relevant Territory (as defined in Section 8(b9(b) below), and in competition with the Company or any of the Relevant Group Companies, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company). (v) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XX. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject In further consideration of the compensation to Section 1(c) hereofbe paid to the Executive hereunder, the Executive covenants acknowledges that during the course of her employment with the Company she shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that her services shall be of special, unique and extraordinary value to the Company Group, and therefore, the Executive agrees that, during the Employment Period and for a period of twelve (12) months following the following periods after Termination Date (the termination of this Agreement howsoever arising“Noncompete Period”), except with the prior written consent of the Board, which Executive shall not be unreasonably refused or delayednot, directly or indirectly, either alone or jointly with individually or on behalf of any person, firmcompany, company enterprise or entity and whether on his own account entity, or as principala sole proprietor, partner, shareholderstockholder, director, employeeofficer, consultant principal, agent or executive, or in any other capacity whatsoeveror relationship, Executive shall not: (i) for the Applicable Period following termination, engage in the Relevant Territory (as defined any Competitive Activities within any jurisdiction in Section 8(b) below), and in competition with which any member of the Company Group had offices and/or conducted business, derived a material portion of its revenues or had demonstrable plan to commence business activities, or participated in or made any of the Relevant Group Companies, engage, assist or be interested investment in any undertaking investment or venture which provides services has been consummated or products similar to those provided is being pursued or contemplated by the Company or any Group as of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any date of the Relevant Group Companies any Person who is a customer or Potential Customer execution of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to this Agreement and the date of termination was of the Executive’s employment. “Competitive Activities” shall mean (A) engaging in, controlling, advising, managing, serving as a director, officer or employee of, acting as a consultant to or contractor or other agent for, receiving any economic benefit from any Competitive Business or (B) investing in or owning any interest publicly or privately in any Person engaged in any Competitive Business. Competitive Activities shall not include (X) any activities taken by the Executive at the direction or, or otherwise on behalf of the Company Group as an employee, contractor consultant or director other Person performing similar responsibilities and (Y) the ownership by the Executive or the Executive’s affiliates or immediate family of the Company capital stock or other equity interests of any Person whose securities are listed on a national securities exchange so long as (1) such Person, together with its affiliates, and any member of a group in which such Person or any of its affiliates is a party, do not own more than 2% of the Relevant Group Companies (whether or not outstanding voting power of such Person would commit any breach of their contract of employment and (2) such capital stock or engagement by reason of leaving the service other equity interests of such company). (v) represent himself Person are held solely as being in any way connected with or interested in a passive investment. The Executive acknowledges that the Company Group conducts business in, and has expended considerable sums to develop and maintain markets in, the foregoing areas and agrees that the scope and duration of the covenant contained herein is reasonable both in time and geographical area and is necessary to protect the Company or any of Group’s legitimate business interests, especially considering the Relevant Group Companies Executive’s position with the Company and other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XXrelevant factors. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject In further consideration of the compensation to Section 1(c) hereofbe paid to the Executive hereunder, the Executive covenants acknowledges that during the course of his employment with the Company he shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group, and therefore, the Executive agrees that, during the Employment Period and for a period of twelve (12) months following the following periods after Termination Date (the termination of this Agreement howsoever arising“Noncompete Period”), except with the prior written consent of the Board, which Executive shall not be unreasonably refused or delayednot, directly or indirectly, either alone or jointly with individually or on behalf of any person, firmcompany, company enterprise or entity and whether on his own account entity, or as principala sole proprietor, partner, shareholderstockholder, director, employeeofficer, consultant principal, agent or executive, or in any other capacity whatsoeveror relationship, Executive shall not: (i) for the Applicable Period following termination, engage in the Relevant Territory (as defined any Competitive Activities within any jurisdiction in Section 8(b) below), and in competition with which any member of the Company Group had offices and/or conducted business, derived a material portion of its revenues or had demonstrable plan to commence business activities, or participated in or made any of the Relevant Group Companies, engage, assist or be interested investment in any undertaking investment or venture which provides services has been consummated or products similar to those provided is being pursued or contemplated by the Company or any Group as of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any date of the Relevant Group Companies any Person who is a customer or Potential Customer execution of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to this Agreement and the date of termination was of the Executive’s employment. “Competitive Activities” shall mean (A) engaging in, controlling, advising, managing, serving as a director, officer or employee of, acting as a consultant to or contractor or other agent for, receiving any economic benefit from any Competitive Business or (B) investing in or owning any interest publicly or privately in any Person engaged in any Competitive Business. Competitive Activities shall not include (X) any activities taken by the Executive at the direction or, or otherwise on behalf of the Company Group as an employee, contractor consultant or director other Person performing similar responsibilities and (Y) the ownership by the Executive or the Executive’s affiliates or immediate family of the Company capital stock or other equity interests of any Person whose securities are listed on a national securities exchange so long as (1) such Person, together with its affiliates, and any member of a group in which such Person or any of its affiliates is a party, do not own more than 2% of the Relevant Group Companies (whether or not outstanding voting power of such Person would commit any breach of their contract of employment and (2) such capital stock or engagement by reason of leaving the service other equity interests of such company). (v) represent himself Person are held solely as being in any way connected with or interested in a passive investment. The Executive acknowledges that the Company Group conducts business in, and has expended considerable sums to develop and maintain markets in, the foregoing areas and agrees that the scope and duration of the covenant contained herein is reasonable both in time and geographical area and is necessary to protect the Company or any of Group’s legitimate business interests, especially considering the Relevant Group Companies Executive’s position with the Company and other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XXrelevant factors. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject to Section 1(c) hereof, Executive covenants and agrees that, during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which shall not be unreasonably refused or delayed, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for the Applicable Period following termination, in the Relevant Territory (as defined in Section 8(b9(b) below), and in competition with the Company or any of the Relevant Group Companies, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer of the Company or any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services or products to any Person which is a customer or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company). (v) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XX. (b) For the purposes of this Agreement:

Non-Compete, Non-Solicitation. (a) Subject Executive acknowledges that in the course of his employment with the Company pursuant to Section 1(cthis Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) hereofExecutive agrees (i) that during the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, the business-to-business publishing business or any other business then actively being conducted by the Company or any of its subsidiaries or affiliates, and (ii) that for two years after the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, assist Xxxx-Elsevier PLC, Xxxxxxx Company (a division of Capital Cities/ABC, Inc.), CMP Publications, Inc. or any subsidiary or affiliate of any of them, or any successor or assignee of any of them, in engaging or being engaged in the business activity of publishing a magazine or electronic media product that directly competes with any magazine or electronic media product then being published by, conducting a trade show that directly competes with any trade show then being conducted by, or creating or disseminating any other product that competes directly with any product then being created or disseminated by, the Company or any of its subsidiaries or affiliates. (c) Executive covenants and further agrees that, that during the Employment Period and for the following periods after the termination of this Agreement howsoever arising, except with the prior written consent of the Board, which two years thereafter he shall not be unreasonably refused or delayedin any manner, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever, Executive shall not: (i) for the Applicable Period following termination, in the Relevant Territory (as defined in Section 8(b) below), and in competition with the Company induce or attempt to induce any of the Relevant Group Companies, engage, assist or be interested in any undertaking which provides services or products similar to those provided by the Company or any of the Relevant Group Companies; (ii) for the Applicable Period following termination, in the Relevant Territory, solicit or interfere with or endeavor to entice away from the Company or any of the Relevant Group Companies any Person who is a customer or Potential Customer employee of the Company or of any of the Relevant Group Companies; (iii) for the Applicable Period following termination, in the Relevant Territory, be concerned with the supply of services its subsidiaries or products affiliates to any Person which is a customer quit or Potential Customer of the Company or any of the Relevant Group Companies where such services or products are in competition with those services or products supplied by the Company or any of the Relevant Group Companies; (iv) for the Applicable Period following termination, offer to abandon his employ, or engage or solicit the employment or engagement of, any Person who immediately prior to the date of termination was an employee, contractor or director of the Company or any of the Relevant Group Companies (whether or not such Person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company). (vd) represent himself Nothing in this paragraph 8 shall prohibit Executive from being: (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as being in any way connected with or interested Executive has no active participation in the business of the Company or any of the Relevant Group Companies other than, if applicable, in his capacity as a shareholder of any of Xxxxxx Xxxxxxxx or Xxxxxx XXsuch corporation. (be) For If, at the purposes time of enforcement of this Agreement:paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.