Common use of Non-Competition and Confidentiality Agreement Clause in Contracts

Non-Competition and Confidentiality Agreement. (a) For a period of five (5) years after the Closing Date (or, with respect to each Shareholder, such longer period of time as may be indicated in any employment, consulting or other agreement with the Purchaser or CDL), the Shareholders and the Seller will not directly or indirectly: (i) engage in the small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries of either thereof, in the State of Florida; (ii) call upon any person who is, at that time, an employee of the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL; (iii) call upon any person or entity (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Purchaser or CDL (including the subsidiaries of either thereof) or (y) which was a customer of the Seller in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in competition with the Purchaser or CDL anywhere in the United States; or (iv) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Business. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data relating to the Business including, without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders or the Seller do not directly or indirectly cause such information to enter the public domain. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Shareholder from acquiring, as an investment, not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter. (b) The Shareholders and the Seller acknowledge that the restrictions contained in this Section 5.2 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL and that any breach by any of the Shareholders or the Seller of any provision hereof will result in irreparable injury to the Purchaser and CDL. The Seller and the Shareholders acknowledge that, in addition to all remedies available at law, the Purchaser and CDL shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither the Purchaser nor CDL shall be required to post any bond or other security in connection with any proceeding to enforce this Section 5.2. (c) It is specifically agreed that the five (5) year period stated at the beginning of this Section 5.2, during which the agreements and covenants of the Shareholders and the Seller shall be effective, shall be computed by excluding from such period any time during which either the Seller or any Shareholder is in violation of any provision of this Section 5.2. (d) All of the covenants on this Section 5.2 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim of Seller or any Shareholder against Purchaser or CDL shall not constitute a defense to the enforcement of such covenants. (e) If any court determines that the provision of this Section 5.2, or any part hereof, is unenforceable because of the duration or geographic scope of such provisions, such court shall reduce the duration or scope of such provisions, as the case may be, so that, as so reduced, such provisions are then enforceable to the maximum extent permitted by applicable law.

Non-Competition and Confidentiality Agreement. (a) For a period of five (5) years after the Closing Date (or, with respect to each the Shareholder, such longer period of time as may be indicated in any employment, consulting or other agreement with the Purchaser or CDL), the Shareholders and the Seller no Selling Party will not directly or indirectly: (i) engage in the small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries of either thereof, in any of the State States of FloridaNew York, New Jersey or Connecticut (the "Territory"); (ii) call upon any person who is, at that time, an employee of Darobin, the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of Darobin, the Purchaser or CDL; (iii) call upon any person or entity (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of Darobin, the Purchaser or CDL (including the subsidiaries of either thereof) or (y) which was a customer of any of the Seller Companies in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in direct competition with Darobin, the Purchaser or CDL anywhere in the United States; or (iv) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Transferred Business. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data relating to the Transferred Business including, without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Transferred Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders or the Seller do not no Selling Party directly or indirectly cause causes such information to enter the public domain. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any the Shareholder from acquiring, as an investment, not more than one three percent (13%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter. (b) The Shareholders and the Seller Selling Parties acknowledge that the restrictions contained in this Section 5.2 5.3 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL and that any breach by any of the Shareholders or the Seller Selling Parties of any provision hereof will result in irreparable injury to the Purchaser and CDL. The Seller and the Shareholders Selling Parties acknowledge that, in addition to all remedies available at law, the Purchaser and CDL shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither the Purchaser nor CDL shall be required to post any bond or other security in connection with any proceeding to enforce this Section 5.25.3. (c) It is specifically agreed that the five (5) year period stated at the beginning of this Section 5.25.3, during which the agreements and covenants of the Shareholders and the Seller Selling Parties shall be effective, shall be computed by excluding from such period any time during which either the Seller or any Shareholder Selling Party is in violation of any provision of this Section 5.25.3. (d) All of the covenants on this Section 5.2 5.3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim of Seller or any Shareholder Selling Party against Purchaser or CDL shall not constitute a defense to the enforcement of such covenants; provided, however, that failure to pay material amounts finally determined to be due under the Note or the earn-out provisions of Section 2.4 shall constitute a defense. (e) If any court determines that the provision of this Section 5.2, or any part hereof, is unenforceable because of the duration or geographic scope of such provisions, such court shall reduce the duration or scope of such provisions, as the case may be, so that, as so reduced, such provisions are then enforceable to the maximum extent permitted by applicable law.

Non-Competition and Confidentiality Agreement. (a) For a During the period of five (5) years after time beginning on the Closing Date and ending on the third (or, with respect to each Shareholder, such longer period of time 3rd) anniversary thereof (as may be indicated in any employmentextended below, consulting or other agreement with the Purchaser or CDL“Restricted Period”), the Shareholders Seller shall not, and the Seller will shall cause its Affiliates not to, directly or indirectly: (i) engage in the small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries of either thereof, in the State of Florida; (ii) call upon any person who is, at that time, an employee of the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL; (iii) call upon any person or entity : (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Purchaser or CDL (including the subsidiaries of either thereof) or (y) which was a customer of the Seller in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in competition with the Purchaser or CDL anywhere in the United States; or , engage in any manner (iv) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Business. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data relating to the Business including, without limitation, customer and supplier listsby owning any interest in, formulaemanaging, trade know-howcontrolling, processesparticipating in (whether as an officer, secretsdirector, routing informationemployee, partner, agent, representative, consultant contractsor otherwise), pricing informationrendering services to, marketing plansorganizing, product development plansplanning to organize, providing funding) in a business acquisition plans and all other information relating to the operation or activity that is competitive in any respect with any aspect of the Business not Business; (y) employ, engage, contract for or solicit the services in any capacity of any Person who is as of, or was during the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders or the Seller do not directly or indirectly cause such information to enter the public domain. Notwithstanding the abovetwelve (12) months preceding, the foregoing covenant shall not be deemed to prohibit any Shareholder from acquiringClosing Date, employed by or providing services as an investmentemployee, agent, independent contractor or consultant to, Seller, in each case, whether or not more than one percent (1%) Seller’s relationship with such Person predated Seller’s ownership of the capital stock Purchased Assets; or (z) for its own account or on behalf of a competing any other Person, solicit, divert, take away or attempt to take away any of the customers, suppliers or other business whose stock is traded partners the Business or in any way interfere with, disrupt or attempt to disrupt any then existing relationships between the Business and Buyer, on a national securities exchange the one hand, and any of Seller’s customers or over-the-countersuppliers or other Persons with whom any of them deals, on the other, or contact or enter into any business transaction with any such customers or suppliers or other Persons for any purpose, in each case, whether or not Seller’s relationship with such Person predated Seller’s ownership of the Purchased Assets. (b) The Shareholders and Each of the Seller acknowledge Restricted Parties acknowledges that the restrictions contained in this Section 5.2 6.03 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL Buyer and that any breach by any of the Shareholders Seller or the Seller its Affiliates of any provision hereof will result in irreparable injury to Buyer. Any breach or alleged breach of this Agreement by Buyer shall not be a defense to the Purchaser and CDLenforcement of this Section 6.03. The Seller and the Shareholders acknowledge acknowledges that, in addition to all remedies available at lawLaw, the Purchaser and CDL Buyer shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither the Purchaser nor CDL Buyer shall not be required to post any bond or other security or to prove actual damages therefrom, in connection with any proceeding to enforce the provisions of this Section 5.26.03. Each of the covenants contained in this Section 6.03 shall be deemed a series of separate covenants in each jurisdiction in which the enforcement thereof is sought, and should a court of competent jurisdiction determine any of the restrictive covenants is not enforceable in such jurisdiction, such determination shall not affect the enforceability of these restrictive covenants in any other jurisdiction. If Seller breaches any of the restrictions contained in this Section 6.03, the Restricted Period shall automatically, without further action or deed, be shall be extended for a number of days equal to the number of days on which such breach occurred. (c) It is specifically agreed that Without limiting the five (5) year period stated at generality of Section 8.04, the beginning provisions of this Section 5.2, during which 6.03 shall inure to the agreements and covenants benefit of any subsequent transferee of the Shareholders and the Seller shall be effective, shall be computed by excluding from such period any time during which either the Seller Business or any Shareholder substantial portion thereof, or any successor to Buyer, whether or not this Agreement is in violation of any provision of this Section 5.2assigned to such transferee. (d) All Nothing in Sections 6.03(a) through 6.03(c) shall preclude Seller from (i) owning not more than five percent (5%) of the covenants on this Section 5.2 shall be construed as an agreement independent equity interests of another Person that is engaged in any other provision in this Agreementbusiness competitive to the Business, and the existence (ii) acquiring (whether by means of any claim of Seller acquisition, asset purchase, merger, consolidation, similar business combination or any Shareholder against Purchaser or CDL shall not constitute otherwise) a defense Person engaged in a business competitive to the enforcement Business together with other lines of business if the percentage of such covenantscompetitive business represents no more than ten percent (10%) of the acquired Person’s assets (measured by the most recent current financial statements published by the acquired Person in the ordinary course of business). (e) Seller acknowledges that it is in possession of Confidential Information concerning the Business. Seller, shall, and shall cause its Affiliates and representatives to, at all times after the Closing Date and for so long as it has any Confidential Information, (i) treat confidentially and not disclose all or any portion of such Confidential Information, or (ii) not use such Confidential Information for the benefit of themselves or any other Person, except as may be reasonably required by Seller in relation to the defense of any claim arising under this Agreement. Seller acknowledges and agrees that such Confidential Information is proprietary and confidential in nature and part of the Purchased Assets. If Seller, or any court determines of its Affiliates or representatives is requested or required to disclose (after Seller has used its commercially reasonable efforts to avoid such disclosure and after promptly advising and consulting with Buyer about Seller’s intention to make, and the proposed contents of, such disclosure) any of the Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by a Governmental Authority), Seller, shall, or shall cause its Affiliates or representatives to, provide Buyer with prompt written notice of such request so that Buyer may seek an appropriate protective order or other appropriate remedy. At any time that such protective order or remedy has not been obtained, Seller or its Affiliate or representative may disclose only that portion of the Confidential Information which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and Seller shall exercise their commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Seller further agrees that, from and after the Closing Date, Seller and its Affiliates and representatives, upon the reasonable request of Buyer, promptly will deliver to Buyer all documents, or other tangible embodiments, constituting Confidential Information or other information with respect to the Business. The parties recognize that the provision performance of the obligations under this Section 6.03 by Seller is special, unique and extraordinary in character, and that in the event of the breach by Seller of the terms and conditions of this Section 5.26.03 to be performed by Seller, Buyer shall be entitled, if it so elects, to obtain damages for any breach of this Section 6.03, or any part hereofto enforce the specific performance thereof by Seller, is unenforceable because of the duration without having to post a bond or geographic scope of such provisions, such court prove actual damages. This Section 6.03 shall reduce the duration or scope of such provisions, as the case may be, so that, as so reduced, such provisions are then enforceable to the maximum extent permitted by applicable lawsurvive Closing indefinitely.

Non-Competition and Confidentiality Agreement. (a) For a period ending on the later of the date (x) five (5) years after the Closing Date or (or, with respect y) as to each the Shareholder, such longer period of time as may be indicated in any employment, consulting or other agreement two (2) years after the date that Shareholder's employment relationship with the Purchaser or CDL)any affiliate of the Purchaser terminates, the Shareholders Shareholder and the Seller Sellers will not directly or indirectly: (i) engage in the ground and air courier business or small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries following geographic regions (with each region being deemed a separate and independent covenant): (A) the counties of either thereofLos Angeles, Ventura, Orange, Sacramento, or Fresno in the State of FloridaCalifornia; (B) the counties of San Francisco and Alameda in the State of California; (C) the area within 25 miles of any facilities of the Sellers' existing on the date hereof; (D) anywhere in the State of Missouri or (E) anywhere in the State of Kansas (the "Territory"); (ii) call upon any person who is, at that time, an employee of the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL; (iii) call upon any person or entity (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Purchaser or CDL (including the subsidiaries of either thereof) or (y) which was a customer of the Seller in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in direct competition with the Purchaser or CDL anywhere in the United States; or (iv) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Business. For purposes of this Agreement, Confidential Information consists of all information, knowledge or data relating to the Business including, without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders Shareholder or the Seller Sellers do not directly or indirectly cause such information to enter the public domain. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any the Shareholder from acquiring, solely as an investment, not more than one three percent (13%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter. (b) The Shareholders Shareholder and the Seller Sellers acknowledge that the restrictions contained in this Section 5.2 5.4 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL and that any breach by any of the Shareholders Shareholder or the Seller Sellers of any provision hereof will result in irreparable injury to the Purchaser and CDL. The Seller Sellers and the Shareholders Shareholder acknowledge that, in addition to all remedies available at law, the Purchaser and CDL shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither the Purchaser nor CDL shall be required to post any bond or other security in connection with any proceeding to enforce this Section 5.25.4. (c) It is specifically agreed that the five (5) year period time periods stated at the beginning of this Section 5.25.4, during which the agreements and covenants of the Shareholders Shareholder and the Seller Sellers shall be effective, shall be computed by excluding from such period any time during which either the Seller Shareholder or any Shareholder is the Sellers are in violation of any provision of this Section 5.25.4. (d) All Each of the covenants on in this Section 5.2 5.4 shall be construed as an agreement independent of any other provision in this AgreementAgreement or any other agreement, and the covenant for each geographic area named in Section 5.4(a)(i) shall each be deemed an independent covenant. The existence of any claim of Seller the Sellers or any the Shareholder against the Purchaser or CDL shall not constitute a defense to the enforcement of such covenants; provided, however, that these covenants shall terminate if CDL and the Purchaser fail to make any payment, within the later of 30 days after the date due (notwithstanding any standstill that may be applicable under (b) (iii) of Article One of the Notes) or the resolution of all outstanding disputes, to the Sellers or the Shareholder under the Notes, the Prepayments, the earn out provisions hereof or the Employment Agreement. (e) If any court determines that the provision provisions of this Section 5.25.4, or any part hereof, is unenforceable because of the duration or geographic scope of such provisions, such court shall reduce the duration or scope of such provisions, as the case may be, so that, as so reduced, such provisions are then enforceable to the maximum extent permitted by applicable law.

Non-Competition and Confidentiality Agreement. (a) For a period of five four (54) years after the Closing Date (or, with respect to each Shareholder, such longer period of time as may be indicated in any employment, consulting or other agreement with the Purchaser or CDL)Date, the Shareholders and the Seller Key Employees will not (i) directly or indirectly: (i) , anywhere in the world, including but not limited to the United States or the People’s Republic of China, engage in any manner (including, without limitation, by owning any interest in, managing, controlling, participating in (whether as an officer, director, employee, partner, agent, representative, consultant or otherwise), rendering services to, organizing, planning to organize, providing funding) in a business that is competitive in any respect with NeoStem’s business or the small package express delivery business in competition with the Purchaser or CDL or any PCT Business as conducted as of the subsidiaries of either thereof, in the State of Florida; Closing Date (a “Competitive Business”); (ii) call upon directly or indirectly solicit business from any person Person who is, at that timeor within the immediately preceding twelve (12) months has been, an employee a customer or client of the Purchaser PCT Group or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL; (iii) call upon directly or indirectly employ, engage, contract for or solicit the services in any person or entity (x) which capacity of any Person who is, at that time, or which within the immediately preceding twelve (12) months has been, within one (1) year prior employed by or providing services to that time, a customer the PCT Group in the operation of the Purchaser or CDL (including PCT Business on the subsidiaries of either thereof) or (y) which was a customer of the Seller in the 18 month period preceding the Closing, for the purpose of soliciting or selling products or services in competition with the Purchaser or CDL anywhere in the United States; ordate hereof. (ivb) For a period of two (2) years after the Closing Date, the Lock-Up Members and the Key Employees agree that they will not, directly or indirectly, use for its or his own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the PCT Business, unless the Confidential Information indisputably becomes of public knowledge or enters the public domain (other than through such party’s direct or indirect act or omission), or the disclosure of which is required by Law and reasonable written notice has been provided to the Parent sufficient to enable the Parent to contest the disclosure. For purposes of this Agreement, “Confidential Information Information” consists of all information, knowledge or data relating to the PCT Business including, without limitation, contacts in PCT’s databases, customer and supplier lists, formulae, trade know-how, processes, secrets and trade secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the PCT Business not in the public domain or otherwise publicly available. Information which enters The term “Confidential Information” does not include information that (a) is or becomes generally available to the public domain other than as a result of (i) a wrongful disclosure by the person subject to this limitation or is publicly available loses its confidential status hereunder so long as the Shareholders Affiliates, or the Seller do not directly its employees, officers, directors, shareholders, principals, agents, advisors, contractors, subcontractors, or indirectly cause representatives, or by any person in such capacity at any of its Affiliates (collectively, “Agents”), or (ii) a wrongful disclosure, to PCT’s Knowledge, by any other person under a duty to keep such information confidential; (b) was actually known or becomes known by the receiving party prior to enter or after disclosure hereunder as evidenced by the public domain. Notwithstanding receiving party’s tangible records; or (c) is developed or discovered by the above, receiving party independently and solely without the foregoing covenant shall not be deemed to prohibit use of any Shareholder from acquiring, as an investment, not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterConfidential information described hereunder. (bc) The Shareholders Key Employees and the Seller Lock-Up Members acknowledge that the restrictions contained in this Section 5.2 6.6 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL Parent and that any breach by any of the Shareholders Lock-Up Members or the Seller Key Employees of any provision hereof will result in irreparable injury to the Purchaser and CDLParent. The Seller Key Employees and the Shareholders Lock-Up Members acknowledge that, in addition to all remedies available at law, the Purchaser and CDL Parent shall be entitled to seek equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither the Purchaser nor CDL The Parent shall not be required to post any bond or other security in connection with any proceeding to enforce this Section 5.2. (c) It is specifically agreed that the five (5) year period stated at the beginning provisions of this Section 5.26.6. Without limiting the generality of Section 10.4, during which the agreements and covenants of the Shareholders and the Seller shall be effective, shall be computed by excluding from such period any time during which either the Seller or any Shareholder is in violation of any provision provisions of this Section 5.2. (d) All 6.6 shall inure to the benefit of any subsequent transferee of the covenants on this Section 5.2 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim of Seller PCT Business or any Shareholder against Purchaser substantial portion thereof, whether or CDL shall not constitute a defense this Agreement is assigned to the enforcement of such covenants. (e) If any court determines that the provision transferee. The provisions of this Section 5.2, 6.6 shall survive the Closing. The covenants contained herein are in addition to any other covenants which are signed or may be signed by any part hereof, is unenforceable because of the duration Member or geographic scope of such provisions, such court shall reduce the duration Key Employee as an employee or scope of such provisions, as the case may be, so that, as so reduced, such provisions are then enforceable to the maximum extent permitted by applicable lawotherwise.

Non-Competition and Confidentiality Agreement. (a) For a period of five (5) years after the Closing Date (oror if the Principals or the Minority Shareholders become employees or directors of the Purchaser, with respect to each ShareholderVestcom or one of Vestcom's other subsidiaries, such longer for a period of time two (2) years following the termination of such relationship as may be indicated in any employmentan employee or director for the Purchaser, consulting Vestcom or one of Vestcom's other agreement with the Purchaser or CDLsubsidiaries (whichever period is longer), the Shareholders and the neither Seller will not nor its Affiliates nor any Principal or Minority Shareholder will, (a) directly or indirectly: , anywhere in the Territory (ias defined below) engage in the small package express delivery business in competition with the Purchaser or CDL or any of the subsidiaries of either thereof, in the State of Florida; (ii) call upon any person who is, at that time, an employee of the Purchaser or CDL (including the subsidiaries of either thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Purchaser or CDL; (iii) call upon any person or entity (x) which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Purchaser or CDL (including the subsidiaries of either thereof) Business or (yexcept for Xxxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxx Xxxxxxxxx Xxxxxxxx, for whom this next clause does not apply) which was a customer any other business now being conducted by Vestcom or the Purchaser; or (b) directly or indirectly employ, engage, contract for or solicit the services in any capacity of any Person who is employed by the Seller in the 18 month period preceding operation of the ClosingBusiness on the date hereof, for unless the purpose employment of soliciting or selling products or services in competition with such Person is terminated by the Purchaser prior to any solicitation of employment or CDL anywhere in the United Statesemployment; or or (ivc) use for its own benefit or divulge or convey to any third party, any Confidential Information (as hereinafter defined) relating to the Business. For purposes of this Agreement, "Confidential Information Information" consists of all information, knowledge or data relating to the Business including, without limitation, customer and supplier lists, formulae, trade know-how, processes, secrets, routing information, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as the Shareholders or neither the Seller do not nor its Affiliates nor any of the Principals nor any Minority Shareholder directly or indirectly cause such information to enter the public domain. Notwithstanding the aboveFor purposes of this Agreement, the "Territory" shall mean anywhere within 100 miles of where the Purchaser, Vestcom or any of its other subsidiaries conducts business. The foregoing covenant shall not prohibit the Seller, the Principals or the Minority Shareholders from owning the Southaven Plant and the Southaven Assets, from operating the Southaven Business in the manner currently operated or from expanding its operation consistent with the Southaven Business. Notwithstanding anything to the contrary contained herein, neither the Seller nor the Shareholders shall be deemed in violation of this Section 5.3 solely on account of divulging any Confidential Information if required under any summons, subpoena or court order, or under any law, rule or regulation promulgated by any Governmental Authority or in any arbitration, litigation or other legal proceeding to prohibit any Shareholder from acquiringwhich either the Seller, the Principals or the Minority Shareholders is a party, so long as an investment, not more than one percent (1%) the Purchaser is given advance written notice of the capital stock of a competing business whose stock is traded on a national securities exchange summons, subpoena, court order or over-the-counter. (b) other event requiring disclosure and an opportunity to contest disclosure. The Shareholders Seller and the Seller Shareholders acknowledge that the restrictions contained in this Section 5.2 5.3 are reasonable and necessary to protect the legitimate interests of the Purchaser and CDL and Vestcom that any breach by any of the Shareholders or the Seller of any provision hereof will result in irreparable injury to the Purchaser and CDLVestcom. The Seller and the Shareholders acknowledge that, in addition to all remedies available at law, the Purchaser and CDL Vestcom shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Neither Without limiting the Purchaser nor CDL shall be required to post any bond or other security in connection with any proceeding to enforce this generality of Section 5.2. (c) It is specifically agreed that 9.4, the five (5) year period stated at the beginning provisions of this Section 5.2, during which 5.3 shall inure to the agreements and covenants benefit of any subsequent transferee of the Shareholders and Business or any substantial portion thereof, whether or not this Agreement is assigned to such transferee. In the Seller shall be effective, shall be computed by excluding from such period any time during which either event that the Seller or any Shareholder is in violation of any provision of this Section 5.2. (d) All Affiliate of the covenants on this Section 5.2 shall be construed as an agreement independent Seller (i) dissolves, liquidates or winds up the affairs of the Seller, (ii) sells the capital stock of the Seller, or (iii) merges, consolidates or otherwise combines the Seller with any other provision entity and Seller is not the survivor, whether in this Agreementone transaction or a series of related transactions, and then as a condition to such transaction or transactions, the existence of any claim of Seller or any Shareholder against Purchaser or CDL shall not constitute a defense the Affiliate party to the enforcement of such covenants. (e) If any court determines that the provision of this Section 5.2, or any part hereof, is unenforceable because of the duration or geographic scope of such provisions, such court shall reduce the duration or scope of such provisionstransaction, as the case may be, so thatshall procure from the subsequent shareholders of the Seller or any successor to the Seller, as so reducedthe case may be, a written agreement (which written agreement shall expressly make the Purchaser and its successors and assigns a third-party beneficiary thereof) to comply with the provisions of this Section 5.3, including this paragraph, as if such provisions are then enforceable to the maximum extent permitted by applicable lawsuccessor or purchaser were a party hereto.