Common use of Non-Competition; Confidentiality; etc Clause in Contracts

Non-Competition; Confidentiality; etc. (a) Executive acknowledges that Executive’s employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company and its Affiliates, which is not readily available to the public and that the Company would not enter into this Agreement but for the covenants (the “Restrictive Covenants”) contained in this ARTICLE 6 and the Company’s Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B (“Non-Disclosure Agreement”), which shall be executed on the Effective Date by Executive. (b) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term and, for a period of twelve (12) months thereafter (the Term and such twelve (12) month period, “Restricted Period”), Executive agrees not to directly or indirectly, whether as an officer, employee, agent, partner, owner, lender, investor, consultant or otherwise, anywhere in the U.S.: (i) compete with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other activity conducted or proposed to be conducted by the Company at the time of such termination, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any entity which are traded on any national securities exchange, if Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such publicly traded entity. (c) The Restricted Period shall be extended for an amount of time equal to the time period during which Executive was in violation of any provision of this ARTICLE 6 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE 6. (d) This ARTICLE 6 and the Non-Disclosure Agreement shall survive any termination or expiration of this Agreement or the Term.

Non-Competition; Confidentiality; etc. (a) The Executive acknowledges that Executive’s his previous employment hereunder has provided, and his continued employment under this Agreement will provide provide, the Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company Company, the Parent and its their respective Affiliates, which is not readily available to the public and . The Executive further acknowledges that the Company would not enter into this Agreement and the Parent would not permit the Executive to participate in the MIP, but for the Executive’s agreement to the covenants (the “Restrictive Covenants”) contained in this ARTICLE 6 Article 6. Accordingly, the Executive agrees that he will, and he will cause any entity over which he has the Company’s Assignment power to direct or cause the direction of Inventionsthe management or policies (each, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B (a “Non-Disclosure AgreementControlled Person”), which shall be executed on strictly to comply with the Effective Date by Executive.following provisions: (bi) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term and, for a period of twelve Restricted Period (12) months thereafter (the Term and such twelve (12) month period, “Restricted Period”as defined in Section 6.2), the Executive agrees shall not, and shall cause any Person over whom the Executive has the power to direct or cause the direction of the management and/or policies of such person (each, a “Controlled Person”) not to directly or indirectly, 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, partner, owner, lender, investorrepresentative, consultant or otherwise), anywhere in the U.S.: (i) compete rendering services to, organizing, planning to organize or providing funding to, a business that is competitive with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other activity conducted or proposed to be conducted by the Company at the time of such termination, Business; provided, however, that nothing herein shall prohibit the Executive may own(or any Controlled Person) from (1) being a beneficial owner (collectively, with any Controlled Person) of not more than 3% of the outstanding stock of any class of stock of an entity which is publicly traded or any limited partnership interest, mutual fund, pooled investment or similar passive investment over which the Executive (collectively, with any Controlled Person) has no control regarding or direct participation in the investment decisions and does not participate in identifying, evaluating, administering or monitoring any new or existing transactions, investments or portfolio companies engaged in the any business similar to the Business, (2) participating in (only as a senior executive officer, director or consultant), or otherwise rendering services to, any conglomerate which derives no more than 10% of its revenues or income from a line of business, division or subsidiary which is competitive with the Company’s Business; provided that, as part of the Executive’s (or any Controlled Person’s) duties and responsibilities to that conglomerate, the Executive (or Controlled Person) will not have any title with respect to, manage, provide consulting or similar services to, or otherwise directly or indirectlyindirectly participate, solely in any such competitive business, division or subsidiary other than indirect participation that may result from the Executive’s (or Controlled Person’s) participation in the strategic direction of the conglomerate’s business as a passive investmentwhole, securities or (3) being the beneficial owner (collectively, with any Controlled Person) of not more than 3% of the outstanding equity or profits interests of any entity which are traded on any national securities exchangedescribed in clause (2) above; (ii) during the Restricted Period, if the Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does shall not, directly or indirectly, beneficially employ, engage, contract for or solicit the services in any capacity of any person who is on the date hereof, or who was within six months preceding such employment, engagement, contract or solicitation by the Executive, an employee of, or an independent contractor or consultant to, the Company or any of its Subsidiaries in the operation of the Company’s Business, unless the employment of such person has been terminated by the Company or its Subsidiaries without cause (as determined by the Company or such Subsidiary), such person voluntarily terminates his or her employment with the Company or any of its Subsidiaries without inducement by the Executive (or any Controlled Person), or the Company or any of its Subsidiaries gives its prior written consent to such employment, engagement, contract or solicitation by the Executive; provided, however, that general solicitations for employment in a newspaper of general circulation or similar general solicitations in any media shall not constitute a violation hereof; (iii) during the Restricted Period, the Executive shall not, directly or indirectly hire, or participate in the hiring of, any person who is on the date hereof, or who was within the six months preceding the date hereof, a department head, director, vice president or president of the Company or any Subsidiary, unless the employment of such person has been terminated by the Company or its Subsidiaries without cause (as determined by the Company or such Subsidiary); (iv) during the Restricted Period, the Executive shall not, directly or indirectly, solicit or encourage any person or entity who is on the date hereof, or who was during the twelve month period preceding the date of termination of the Executive’s employment under this Agreement, a customer, client, advertiser, distributor or supplier of the Company or any of its Subsidiaries to discontinue such person’s or entity’s business relationship with the Company or any of its Subsidiaries; (v) the Executive shall not at any time during or after his employment by the Company use for his own two percent benefit (2%or the benefit of any of his Affiliates) or more divulge or provide to any third party any Confidential Information relating to the Business, the Company or any of its Subsidiaries, the Parent, or their respective Affiliates, other than in the good faith performance of his duties to or on behalf of the Company or any class of securities of its Subsidiaries or to the extent such publicly traded entity.Confidential Information is required by applicable law to be divulged to a government agency or pursuant to subpoena or similar lawful process; and (cvi) The Restricted Period the Executive shall not at any time during or after his employment by the Company disparage, criticize, defame or slander the Company or any of its Subsidiaries, the Parent, their respective Affiliates, or any of their respective employees, officers, directors, agents, products or services, to anyone, including but not limited to employees and any past, present or prospective authors, customers, suppliers, distributors, or other Persons who are involved in any aspect of, or in any business complementary to, the Company’s Business, school districts, principals, Title I and curriculum directors, education associations and educators; and (vii) all memoranda, notes, lists, records and other documents (and all copies thereof) constituting Confidential Information heretofore or hereafter made or compiled by the Executive or made available to the Executive concerning the Business, the Company, the Parent or any of their Affiliates shall be extended for an amount the property of time equal the Company, shall be kept confidential in accordance with the provisions of Section 6.1(a)(iv), and shall be delivered to the time period during which Executive was in violation of any provision of this ARTICLE 6 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE 6. (d) This ARTICLE 6 and the Non-Disclosure Agreement shall survive any Company promptly upon termination or expiration of this Agreement or at any earlier or later time upon the Termrequest of the Board. The Company, its subsidiaries, Parent and their respective affiliates shall maintain a neutral reference policy in regard to the Executive. The Company and its officer, directors, employees and agents will refrain from disparagement, criticism, defamation and slander of the Executive.

Non-Competition; Confidentiality; etc. (a) Executive acknowledges that Executive’s employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company and its Affiliates, which is not readily available to the public and that the Company would not enter into this Agreement but for the covenants (the “Restrictive Covenants”) contained in this ARTICLE 6 Article 7 and the Company’s Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B A (“Non-Disclosure Agreement”), which shall be executed on the Effective Date by Executive. (b) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term Term, during any Transition Period and, for a period of twelve (12) months thereafter (the Term Term, any Transition Period and such twelve (12) month period, the “Restricted Period”), Executive agrees not to directly or indirectly, whether as an officer, employee, agent, partner, owner, lender, investor, consultant or otherwise, anywhere in the U.S.world: (i) compete with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other material activity conducted or proposed to be conducted by the Company at the time of such termination, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any entity which are traded on any national securities exchange, if Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such publicly traded entity. A “material activity” for the purposes of this Section 7.2(b) shall mean a product or line of business which accounted for 10% or more of the Company’s revenues over the last two fiscal quarters immediately prior to the time of such termination, or a product or line of business in which the Company had invested $5 million or more in pursuing. (c) The Restricted Period shall be extended for an amount of time equal to the time period during which Executive was in violation of any provision of this ARTICLE 6 Article 7 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE 6Article 7. (d) This ARTICLE 6 Article 7 and the Non-Disclosure Agreement shall survive any termination or expiration of this Agreement or the Term.

Non-Competition; Confidentiality; etc. (a) Executive acknowledges that Executive’s employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company and its Affiliates, which is not readily available to the public and that the Company would not enter into this Agreement but for the covenants (the “Restrictive Covenants”) contained in this ARTICLE Article 6 and the Company’s Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B (“Non-Disclosure Agreement”), which shall be executed on the Effective Date by Executive. (b) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term and, and for a period of twelve (12) months thereafter (the Term and such twelve (12) month period, the “Restricted Period”), Executive agrees not to directly or indirectly, whether as an officer, employee, agent, partner, owner, lender, investor, consultant or otherwise, anywhere in the U.S.world: (i) compete with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other activity conducted or proposed to be conducted by the Company at the time of such termination, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any entity which are traded on any national securities exchange, if Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such publicly traded entity. (c) The Restricted Period shall be extended for an amount of time equal to the time period during which Executive was in violation of any provision of this ARTICLE Article 6 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE Article 6. (d) This ARTICLE Article 6 and the Non-Disclosure Agreement shall survive any termination or expiration of this Agreement or the Term.

Non-Competition; Confidentiality; etc. (a) Executive acknowledges that Executive’s employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company and its Affiliates, which is not readily available to the public and that the Company would not enter into this Agreement but for the covenants (the “Restrictive Covenants”) contained in this ARTICLE Article 6 and the Company’s Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B (“Non-Disclosure Agreement”), which shall be executed on the Effective Date by Executive. (b) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term and, and for a period of twelve (12) months thereafter (the Term and such twelve (12) month period, the “Restricted Period”), Executive agrees not to directly or indirectly, whether as an officer, employee, agent, partner, owner, lender, investor, consultant or otherwise, anywhere in the U.S.world: (i) compete with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other activity conducted or proposed to be conducted by the Company at the time of such terminationMaterial Competitive Business, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any entity which are traded on any national securities exchange, if Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such publicly traded entity. (c) The Restricted Period shall be extended for an amount of time equal to the time period during which Executive was in violation of any provision of this ARTICLE Article 6 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE Article 6. (d) This ARTICLE Article 6 and the Non-Disclosure Agreement shall survive any termination or expiration of this Agreement or the Term.

Non-Competition; Confidentiality; etc. (a) Executive acknowledges that Executive’s employment hereunder will provide Executive with access on a continual basis to confidential and proprietary information concerning the Business, the Company and its Affiliates, which is not readily available to the public and that the Company would not enter into this Agreement but for the covenants (the “Restrictive Covenants”) contained in this ARTICLE 6 and the Company’s Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement, attached hereto as Exhibit B (“Non-Disclosure Agreement”), which shall be executed on the Effective Date by Executive. (b) To the extent permitted by applicable law, in consideration for the salary and other payments to be provided to Executive pursuant to this Agreement, during the Term and, for a period of either (i) twelve (12) months thereafter, or (ii) eighteen (18) months thereafter in the event a termination occurs on the date of a Change in Control or during the six (6) month period following a Change in Control (the Term and such twelve (12) or eighteen (18) month period, the “Restricted Period”), Executive agrees not to directly or indirectly, whether as an officer, employee, agent, partner, owner, lender, investor, consultant or otherwise, anywhere in the U.S.: (i) world compete with the Business or engage in the Business for his own account or for the account of any other person or entity, or (ii) engage in any other activity conducted or proposed to be conducted by the Company at the time of such termination, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any entity which are traded on any national securities exchange, if Executive is not a controlling person of, or a member of a group which controls, such entity, and in any event, does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such publicly traded entity. (c) The Restricted Period shall be extended for an amount of time equal to the time period during which Executive was in violation of any provision of this ARTICLE 6 and shall continue through any action, suit or proceedings arising out of or relating to this ARTICLE 6. (d) This ARTICLE 6 and the Non-Disclosure Agreement shall survive any termination or expiration of this Agreement or the Term.