Common use of Non Competition Confidential Information Clause in Contracts

Non Competition Confidential Information. (a) The Executive agrees that, if he terminates his employment hereunder other than for Good Reason pursuant to Section 11 hereof, or if his employment hereunder is terminated for Cause, he will not for a period of two years after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("Customer") with which, at any time during the twelve (12) month period prior to termination of the Employment Term, the Company or any subsidiary conducted any business; or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the list. (b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries, and their respective businesses, (i) obtained by the Executive during his employment by the Company or any of its subsidiaries; and (ii) not otherwise public knowledge or known within the Company's industry. After termination of the Executive's employment with the Company, the Executive shall not, without prior written consent of the Company, unless compelled pursuant to a court order, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them. (d) The Executive agrees that the remedy at law for any breach by him of the foregoing shall be inadequate and that the Company shall be entitled to injunctive relief. This Section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non Competition Confidential Information. (ai) The Executive agrees thatDuring the period of the Executive's employment under this Agreement or (ii) through the end of the then current Term of this Agreement, if he the Executive voluntarily terminates his employment hereunder (other than for Good Reason pursuant to because of a Change of Control (as such term is defined in Section 11 8 hereof, ) or a termination by the Executive in accordance with Section 7(c) hereof) or if his the Executive's employment hereunder is terminated for Cause, he will not for a period of two years after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for Cause (as such term is hereinafter defined) as provided for hereunder, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, agent, broker, partner, individual proprietor, lender or otherwise) in any firm, corporation, or other entity ("Customer") business which is competitive with which, at any time during the twelve (12) month period prior to termination business of the Employment TermCompany and its subsidiaries, except that the Executive may (i) engage in the activities otherwise permitted pursuant to Section l(b) hereof, whether or not competitive with the Company or any subsidiary conducted any business; or of its subsidiaries and (ii) induce any personnel to leave the service hold not more than 5% of the Company or outstanding securities of any subsidiary class of any publicly held company; provided that this Section 6 shall not prohibit the Executive from holding more than 5% of the outstanding securities of any class of capital stock of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the list. (b) The Executive shall hold in a fiduciary capacity for not, directly or indirectly, either during the benefit period of the Company all secret Executive's employment under this Agreement or confidential informationthereafter, knowledge disclose to anyone (except in the regular course of the Company's business or data relating to as required by applicable law or subpoena), or use in competition with the Company and its subsidiariesCompany, and their respective businesses, (i) obtained any information acquired by the Executive during his employment by the Company with respect to any confidential or any secret aspect of its subsidiaries; and (ii) not otherwise public knowledge or known within the Company's industry. After termination operations, business, affairs, plans, prospects, strategies or condition (financial or otherwise) unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive. (c) The Executive shall not, directly or indirectly, either during the period of the Executive's employment under this Agreement or for a period of one (1) year thereafter, solicit the services of any person who was a full-time employee of the Company (other than employees employed for limited periods of time in connection with the Company, production of particular television or motion picture programming) during the Executive shall not, without prior written consent last year of the Company, unless compelled pursuant to a court order, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination term of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of themunder this Agreement. (d) The Executive agrees acknowledges that the remedy at law (including, without limitation, a remedy calculated as monetary damages) for breach of his covenants under this Section 6 will be inadequate and, accordingly, in the event of any breach or threatened breach by him the Executive of the foregoing shall be inadequate and that provisions of this Section 6, the Company shall be entitled entitled, in addition to injunctive relief. This Section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any all other provision of this Agreement remedies, whether at law, in equity or otherwise, to an injunction and/or other appropriate equitable relief restraining any such breach (without posting any bond or other security or being required to prove actual damages).

Non Competition Confidential Information. (a) The Executive agrees that, if he terminates his employment hereunder other than for without Good Reason (except pursuant to Section 11 hereof, 12) hereunder or if his employment hereunder he is terminated for Cause, he will not not, for a 5 6 period of two years one year after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) ): (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("Customer") with which, at any time during the twelve (12) month period prior to termination of the Employment TermPeriod, the Company or any subsidiary Subsidiary conducted any business; , or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the listSubsidiary. (b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and or any of its subsidiariesaffiliated companies, and their respective businesses, : (i) obtained by the Executive during his employment by the Company or any of its subsidiaries; affiliated companies and (ii) not otherwise public knowledge or known within the Company's industry. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court orderor other body having jurisdiction over such matter or upon the advice of counsel, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them. (d) The Executive agrees that the remedy at law for any breach by him of the foregoing shall be inadequate and that the Company shall be entitled to injunctive relief. This Section section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non Competition Confidential Information. (a) The Executive agrees that, if he she terminates his her employment hereunder other than for without Good Reason (except pursuant to Section 11 hereof, 12) hereunder or if his employment hereunder she is terminated for Cause, he will not not, for a period of two years one year after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) ): (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("“Customer"”) with which, at any time during the twelve (12) month period prior to termination of the Employment TermPeriod, the Executive, on behalf of the Company or any subsidiary Subsidiary, conducted any business; , or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the listSubsidiary thereof. (b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and or any of its subsidiariesaffiliated companies, and their respective businesses, : (i) obtained by the Executive during his her employment by the Company or any of its subsidiaries; affiliated companies and (ii) not otherwise public knowledge or known within the Company's ” industry. After termination of the Executive's ’s employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court orderor other body having jurisdiction over such matter or upon the advice of counsel, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them. (d) The Executive agrees that the remedy at law for any breach by him her of the foregoing shall be inadequate and that the Company shall be entitled to injunctive relief. This Section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non Competition Confidential Information. (a) The Executive agrees that, if he terminates his employment hereunder other than for without Good Reason (except pursuant to Section 11 hereof, 12) hereunder or if his employment hereunder he is terminated for Cause, he will not not, for a period of two years one year after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) ): (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("“Customer"”) with which, at any time during the twelve (12) month period prior to termination of the Employment TermPeriod, the Executive, on behalf of the Company or any subsidiary Subsidiary, conducted any business; , or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the listSubsidiary thereof. (b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and or any of its subsidiariesaffiliated companies, and their respective businesses, : (i) obtained by the Executive during his employment by the Company or any of its subsidiaries; affiliated companies and (ii) not otherwise public knowledge or known within the Company's ’’ industry. After termination of the Executive's ’s employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court orderor other body having jurisdiction over such matter or upon the advice of counsel, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them. (d) The Executive agrees that the remedy at law for any breach by him of the foregoing shall be inadequate and that the Company shall be entitled to injunctive relief. This Section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non Competition Confidential Information. (a) The Executive agrees that, if he she terminates his her employment hereunder other than for without Good Reason (except pursuant to Section 11 hereof, 12) hereunder or if his employment hereunder he is terminated for Cause, he will not not, for a period of two years one year after such termination of employment with the Company, in any manner, directly or indirectly (or have a substantial ownership in, manage, operate, or control any entity which shall directly or indirectly) ): (i) perform, or cause to be performed, or solicit or aid, in any manner, solicitation of, any work of a type performed by the Company for any firm, corporation, or other entity ("“Customer"”) with which, at any time during the twelve (12) month period prior to termination of the Employment TermPeriod, the Executive, on behalf of the Company or any subsidiary Subsidiary, conducted any business; , or (ii) induce any personnel to leave the service of the Company or of any subsidiary of the Company. Within two weeks of a written request of the Executive following termination of the Employment Term, the Company shall deliver to the Executive a list of Customers and the Executive shall within two weeks after such delivery on reasonable prior notice have the right during normal business hours to examine such books and records of the Company as shall be reasonably necessary to confirm that only the names of Customers are set forth on the listSubsidiary thereof. (b) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and or any of its subsidiariesaffiliated companies, and their respective businesses, : (i) obtained by the Executive during his her employment by the Company or any of its subsidiaries; affiliated companies and (ii) not otherwise public knowledge or known within the Company's ’s industry. After termination of the Executive's ’s employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court orderor other body having jurisdiction over such matter or upon the advice of counsel, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (c) After termination of the Executive's employment with the Company, the Executive shall refrain from disparaging, whether orally, in writing or in other media, the Company, its subsidiaries and Affiliates, the officers, directors and employees of each of them, and the products and services of each of them. (d) The Executive agrees that the remedy at law for any breach by him her of the foregoing shall be inadequate and that the Company shall be entitled to injunctive relief. This Section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.