Common use of Non-Competition and Non-Solicitation Covenants Clause in Contracts

Non-Competition and Non-Solicitation Covenants. i. Executive agrees that, during the course of Executive’s employment with the Company, Executive shall not engage in alternative employment or engage in any independent and/or separate business activity in the Field of Business in the Restricted Area. ii. Executive further agrees that during the term of Executive’s employment with the Company and for a period of twenty-four (24) months after Executive’s employment terminates pursuant to Section 6(a), (c), (d) or (e) for any reason, Executive shall not: (1) in the Field of Business within the Restricted Area, solicit business from, direct marketing activities to, or perform work relating to, any customer or prospective customer upon whom Executive called, or for whom Executive provided administrative or support services, on the Company’s behalf during the term of Executive’s employment with the Company; (2) become engaged in or employed by, directly or indirectly, any business entity which operates in or in any way does business in the Field of Business within the Restricted Area; or (3) be the owner of more than one percent (1%) of the outstanding equity of any business entity which operates in or in any way does business in the Field of Business within the Restricted Area. iii. Notwithstanding anything to the contrary in this Agreement, pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (2) solely for the purpose of reporting and investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to Executive’s attorney and use the Trade Secret information in the court proceeding if Executive (x) files any document containing the Trade Secret under seal, and (y) does not disclose the Trade Secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of Trade Secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents concerning possible violations of law to, or seek a whistleblower award from, any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company. iv. Executive further agrees that during the course of Executive’s employment with the Company and for a period of two (2) years after the termination of Executive’s employment with the Company for any reason whatsoever with or without Cause, Executive shall not, directly or indirectly, do the following: (1) induce any customers, including former and prospective customers, of the Company to patronize any business entity that operates in the Field of Business within the Restricted Area (other than the Company); or (2) request or advise any customers of the Company, including prospective customers, to withdraw, curtail or cancel such customer’s business with the Company.