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

Non-Competition and Confidentiality Agreement. (a) Subject to the following sentence, Executive will not, during the Term, and for a period of twelve (12) months immediately following the termination of this Agreement, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or in any way engage in business for himself or for others, in competition with the Company within a 200-mile radius of any equipment rental location owned by the Company during the Term. If this Agreement is terminated by reason of the provisions of paragraph 6(a)(iii) (excluding termination by Executive for Disability pursuant to clause (C) of such paragraph), Executive shall not be subject to any non-competition or similar restrictions whatsoever following termination of this Agreement. During and after the Term, Executive shall not knowingly, without the prior written consent of the Company which consent shall not be unreasonably withheld, use for his own benefit or disclose to any person, company, partnership, corporation or business for any reason or purpose whatsoever, any confidential information of the Company. For the purposes hereof, confidential information will not include any information which is in the public domain or known to other unrelated parties in the Company's industry other than as a result of Executive's breach of this provision. (b) Because of the difficulty of measuring economic losses to the Company as a result of breach by Executive of the foregoing covenants, and because of the immediate and irreparable damage that might be caused to the Company for which it would have no other adequate remedy, Executive agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Company by injunctions and restraining orders. (c) The parties agree that the covenants in this paragraph 3 impose a reasonable restraint on Executive in light of the activities and business of the Company on the date of his Agreement, and the Company and Executive intend that such covenants shall subsequently be construed and enforced in light of the activities and business of the Company on the date of the termination of the employment of Executive. (d) The covenants in this paragraph 3 are intended to be severable and separate, and the unenforceability of any specific covenant shall not affect the enforceability of any other covenant.

Non-Competition and Confidentiality Agreement. (a) Subject to During the following sentenceperiod of time beginning on the Closing Date and ending on the third (3rd) anniversary thereof (as may be extended below, Executive will the “Restricted Period”), Seller shall not, during the Term, and for a period of twelve (12) months immediately following the termination of this Agreementshall cause its Subsidiaries not to, directly or indirectly: (x) anywhere in the United States, for himself engage in a business or on behalf of or activity that is in conjunction direct competition with any other person, persons, company, partnership, corporation material aspect of the Business; or business of whatever nature: establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or (v) solicit the services in any way engage in business for himself or for otherscapacity of any Restricted Person except pursuant to a general solicitation which is not directed specifically to any Restricted Persons, in competition each case, whether or not Seller’s relationship with such Person predated Seller’s ownership of the Company within a 200-mile radius Group Assets, provided, however, that nothing in this Section 6.03(a) shall prevent Seller or any of its Subsidiaries from (i) hiring any equipment rental location owned by the Company during the Term. If this Agreement is individual whose employment with Buyer has been terminated by reason Buyer, (ii) after 180 days from the date of termination of employment, hiring any individual whose employment with Buyer has been terminated by such individual or (iii) providing maintenance of customer equipment pursuant to arrangements with customers of the provisions of paragraph 6(a)(iii) Seller or its Subsidiaries (excluding termination by Executive for Disability pursuant to clause (C) of such paragraph), Executive shall not be subject to any non-competition or similar restrictions whatsoever following termination of this Agreement. During and after the Term, Executive shall not knowingly, without the prior written consent of the Company which consent shall not be unreasonably withheld, use for his own benefit or disclose to any person, company, partnership, corporation or business for any reason or purpose whatsoever, any confidential information of the Company. For the purposes hereof, confidential information will not include any information which is in the public domain or known to other unrelated parties in the Company's industry other than as a result of Executive's breach of this provisionthe Group Companies). (b) Because Seller acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and that any breach by Seller or its Subsidiaries 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 enforcement of this Section 6.03. Seller acknowledges that, in addition to all remedies available at Law, 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. 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 6.03. Each of the difficulty covenants contained in this Section 6.03 shall be deemed a series of measuring economic losses to separate covenants in each jurisdiction in which the Company as enforcement thereof is sought, and should a result court of breach by Executive competent jurisdiction determine any of the foregoing covenantsrestrictive covenants is not enforceable in such jurisdiction, and because of the immediate and irreparable damage that might be caused to the Company for which it would have no other adequate remedy, Executive agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Company by injunctions and restraining orders. (c) The parties agree that the covenants in this paragraph 3 impose a reasonable restraint on Executive in light of the activities and business of the Company on the date of his Agreement, and the Company and Executive intend that such covenants shall subsequently be construed and enforced in light of the activities and business of the Company on the date of the termination of the employment of Executive. (d) The covenants in this paragraph 3 are intended to be severable and separate, and the unenforceability of any specific covenant determination shall not affect the enforceability of these restrictive covenants in any other covenantjurisdiction. (c) Without limiting the generality of Section 8.04, the provisions of this Section 6.03 shall inure to the benefit of any subsequent transferee of the Membership Interests or any substantial portion thereof, or any successor to Buyer, whether or not this Agreement is assigned to such transferee. In the event that Seller or any of its Subsidiaries (i) dissolves, liquidates or winds up its affairs, (ii) sells the equity interests, (iii) merges, consolidates or otherwise combines with any other Person, or (iv) otherwise leases, transfers, sells or disposes of all or any substantial portion of its remaining assets, whether in one transaction or a series of related transactions, then as a condition to such transaction or transactions, there shall be procured from the equity holders of Seller, at the sole expense of Buyer, any successor to Seller or any purchaser or other transferee of all or any substantial portion of Seller’s remaining assets, as the case may be, a written agreement (which written agreement shall expressly make Buyer and its successors and assigns an express intended third-party beneficiary thereof) to comply with the provisions of this Section 6.03 as if such successor, purchaser or other transferee were a party hereto. (d) Seller acknowledges that it is in possession of Confidential Information concerning the Business. Subject to the provisions of this Section 6.03(d), Seller, shall, and shall cause its Subsidiaries and representatives to, at all times 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. Seller acknowledges and agrees that such Confidential Information is proprietary and confidential in nature and part of the Group Assets. If Seller, or any of its Subsidiaries 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 Subsidiaries 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 Subsidiary 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 Subsidiaries 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. (e) This Section 6.03 shall survive Closing for a period of five (5) years.

Non-Competition and Confidentiality Agreement. (a) Subject to During the following sentenceperiod of time beginning on the Closing Date and ending on the third (3rd) anniversary thereof (as may be extended below, Executive will the “Restricted Period”), Seller shall not, and shall cause its Affiliates not to, directly or indirectly: (x) anywhere in the United States, 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 or activity that is competitive in any respect with any aspect of the Business; (y) employ, engage, contract for or solicit the services in any capacity of any Person who is as of, or was during the Term, and for a period of twelve (12) months immediately following preceding, the termination Closing Date, employed by or providing services as an employee, agent, independent contractor or consultant to, Seller, in each case, whether or not Seller’s relationship with such Person predated Seller’s ownership of this Agreement, directly the Purchased Assets; or indirectly, (z) for himself its own account or on behalf of or in conjunction with any other personPerson, personssolicit, companydivert, partnershiptake away or attempt to take away any of the customers, corporation or business of whatever nature: establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation suppliers or other business entity or venture, partners the Business or in any way engage in interfere with, disrupt or attempt to disrupt any then existing relationships between the Business and Buyer, on the one hand, and any of Seller’s customers or suppliers 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 himself or for othersany purpose, in competition each case, whether or not Seller’s relationship with the Company within a 200-mile radius of any equipment rental location owned by the Company during the Term. If this Agreement is terminated by reason such Person predated Seller’s ownership of the provisions of paragraph 6(a)(iii) (excluding termination by Executive for Disability pursuant to clause (C) of such paragraph), Executive shall not be subject to any non-competition or similar restrictions whatsoever following termination of this Agreement. During and after the Term, Executive shall not knowingly, without the prior written consent of the Company which consent shall not be unreasonably withheld, use for his own benefit or disclose to any person, company, partnership, corporation or business for any reason or purpose whatsoever, any confidential information of the Company. For the purposes hereof, confidential information will not include any information which is in the public domain or known to other unrelated parties in the Company's industry other than as a result of Executive's breach of this provisionPurchased Assets. (b) Because Each of the difficulty Restricted Parties acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of measuring economic losses Buyer and that any breach by Seller or 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 Company enforcement of this Section 6.03. Seller acknowledges that, in addition to all remedies available at Law, 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 a result may be appropriate. 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 breach by Executive this Section 6.03. Each of the foregoing covenantscovenants 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 because should a court of competent jurisdiction determine any of the immediate and irreparable damage that might be caused to the Company for which it would have no other adequate remedyrestrictive covenants is not enforceable in such jurisdiction, Executive agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Company by injunctions and restraining orders. (c) The parties agree that the covenants in this paragraph 3 impose a reasonable restraint on Executive in light of the activities and business of the Company on the date of his Agreement, and the Company and Executive intend that such covenants shall subsequently be construed and enforced in light of the activities and business of the Company on the date of the termination of the employment of Executive. (d) The covenants in this paragraph 3 are intended to be severable and separate, and the unenforceability of any specific covenant determination shall not affect the enforceability of these restrictive covenants in any other covenantjurisdiction. 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) Without limiting the generality of Section 8.04, the provisions of this Section 6.03 shall inure to the benefit of any subsequent transferee of the Business or any substantial portion thereof, or any successor to Buyer, whether or not this Agreement is assigned to such transferee. (d) Nothing in Sections 6.03(a) through 6.03(c) shall preclude Seller from (i) owning not more than five percent (5%) of the equity interests of another Person that is engaged in any business competitive to the Business, and (ii) acquiring (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise) a Person engaged in a business competitive to the Business together with other lines of business if the percentage of such competitive 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 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 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 6.03 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 to enforce the specific performance thereof by Seller, without having to post a bond or prove actual damages. This Section 6.03 shall survive Closing indefinitely.