Common use of Non-Competition Covenants Clause in Contracts

Non-Competition Covenants. Throughout the Employment Term and continuing thereafter until the second anniversary of the date on which the Employee ceases to be employed by the Company for any reason whatsoever (the “Non-Compete Period”), the Employee will not: (1) directly or indirectly assist in, engage in, have any financial interest in, or participate in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuits, or any other business in which the DPC Entities may engage or begin preparations to engage during the Employment Term, or make preparations with any Person to do any of the foregoing; provided, however, that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national or regional securities exchange; (2) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee’s last three (3) years of employment with the Company, a customer of any of the DPC Entities, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee’s last three years of employment with the Company, for the purpose of (A) diverting any business of such Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee’s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction. The Employee acknowledges and agrees that the consideration and benefits to be provided to the Employee under this Agreement have been bargained and negotiated in exchange for, and in consideration of, the Employee’s agreement to abide by the terms and provisions of this Section 6 and of Section 7 hereof. The Employee acknowledges and agrees that all of the Employee’s duties and obligations under this Section 6 shall survive the expiration or termination of the Employee’s employment with the Company, regardless of the causes therefor.

Non-Competition Covenants. Throughout Executive will not, and he will procure that no Restricted Person (as defined below) will: (a) Divulge to any person or otherwise make use of any secrets, trade secrets, confidential knowledge or information concerning the Employment Term and continuing thereafter until the second anniversary business, finance or affairs of the Company or any company in the Group or of any customer or supplier of the Company or of any company in the Group (save for any information which is in or comes into the public domain otherwise than through a breach of this Agreement) and will use his best endeavors to prevent the publication or disclosure of any such secrets, knowledge or information by any third party; (b) for a period of 12 months from the date of termination of this Agreement (the "Termination Date"), whether for his own account or in partnership with another or others or as agent for another or others, engage in or be concerned with or interested in any business engaging in the Restricted Business (as defined below) or any other business which supplies Relevant Products or Services in competition with the Company or uDate provided that this restriction does not apply to prevent the Executive from holding shares or other securities in any company which is quoted, listed or otherwise dealt in on a recognised investment exchange or other securities market and which confer not more than 1% of the votes which could be cast at a general meeting of such company; (c) for a period of 12 months following the Termination Date, directly or indirectly solicit, interfere with or endeavor to entice away from the Company or any company in the Group, any person who is a director or Key Employee ceases (as defined below) of the Company or any such company in the Group (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Company or any company in the Group), nor knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such director or Key Employee; (d) for the period of twelve months following the Termination Date and for the purpose of any Restricted Business, canvass, solicit or endeavor to be employed entice away from the Company or Parent or any of their respective subsidiaries or affiliates any person who, for a period from the date one year prior to the date of this Agreement to the date one year after the date of this Agreement, was a customer of the Company or any company in the Group, or purchased or agreed or offered to purchase goods or services from the Company or any company in the Group, or who has been canvassed by the Company or any company in the Group (other than by general advertising) for any reason whatsoever (the “Non-Compete Period”)purpose of, and with the Employee will not:Company's or such company in the Group's reasonable expectation of such person's becoming, a customer of the Company or such company in the Group; and (1e) directly for the period of twelve months following the Termination Date, take any action reasonably likely to have the effect of causing any supplier of goods or indirectly assist in, engage in, have services to the Company or any financial interest in, or participate company in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuitsGroup, or any other business person in the habit of dealing commercially with the Company or any company in the Group to be unable or unwilling to deal with the Company or Parent or any of their respective subsidiaries or affiliates, either at all or in part or on substantially the same terms on which he dealt with the DPC Entities may engage Company or begin preparations any company in the Group prior to engage during the Employment TermEffective Time, or make preparations with take any Person action reasonably likely to do any of have the foregoing; provided, however, that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national or regional securities exchange; (2) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee’s last three (3) years of employment with the Company, a customer of any of the DPC Entities, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee’s last three years of employment with the Company, for the purpose of (A) diverting any business of such Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee’s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction. The Employee acknowledges and agrees that the consideration and benefits to be provided to the Employee under this Agreement have been bargained and negotiated in exchange for, and in consideration effect of, the Employee’s agreement to abide by the terms and provisions of this Section 6 and of Section 7 hereof. The Employee acknowledges and agrees that all of the Employee’s duties and obligations under this Section 6 shall survive the expiration or termination of the Employee’s employment with the Company, regardless of the causes therefor.

Non-Competition Covenants. Throughout Executive will not, and he will procure that no Restricted Person (as defined below) will: (a) Divulge to any person or otherwise make use of any secrets, trade secrets, confidential knowledge or information concerning the Employment Term and continuing thereafter until the second anniversary business, finance or affairs of the Company or any company in the Group or of any customer or supplier of the Company or of any company in the Group (save for any information which is in or comes into the public domain otherwise than through a breach of this Agreement) and will use his best endeavors to prevent the publication or disclosure of any such secrets, knowledge or information by any third party; (b) for a period of 12 months from the date of termination of this Agreement (the "Termination Date"), whether for his own account or in partnership with another or others or as agent for another or others, engage in or be concerned with or interested in any business engaging in the Restricted Business (as defined below) or any other business which supplies Relevant Products or Services in competition with the Company or uDate provided that this restriction does not apply to prevent the Executive from holding shares or other securities in any company which is quoted, listed or otherwise dealt in on a recognised investment exchange or other securities market and which confer not more than 1% of the votes which could be cast at a general meeting of such company; (c) for a period of 12 months following the Termination Date, directly or indirectly solicit, interfere with or endeavor to entice away from the Company or any company in the Group, any person who is a director or Key Employee ceases (as defined below) of the Company or any such company in the Group (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Company or any company in the Group), nor knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such director or Key Employee; (d) for the period of twelve months following the Termination Date and for the purpose of any Restricted Business, canvass, solicit or endeavor to be employed entice away from the Company or Parent or any of their respective subsidiaries or affiliates any person who, for a period from the date one year prior to the date of this Agreement to the date one year after the date of this Agreement, was a customer of the Company or any company in the Group, or purchased or agreed or offered to purchase goods or services from the Company or any company in the Group, or who has been canvassed by the Company or any company in the Group (other than by general advertising) for any reason whatsoever (the “Non-Compete Period”)purpose of, and with the Employee will not:Company's or such company in the Group's reasonable expectation of such person's becoming, a customer of the Company or such company in the Group; and (1e) directly for the period of twelve months following the Termination Date, take any action reasonably likely to have the effect of causing any supplier of goods or indirectly assist in, engage in, have services to the Company or any financial interest in, or participate company in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuitsGroup, or any other business person in the habit of dealing commercially with the Company or any company in the Group to be unable or unwilling to deal with the Company or Parent or any of their respective subsidiaries or affiliates, either at all or in part or on substantially the same terms on which he dealt with the DPC Entities may engage Company or begin preparations any company in the Group prior to engage during the Employment TermEffective Time, or make preparations take any action reasonably likely to have the effect of causing any person having a contract or arrangement with the Company or any Person company in the Group to do any of the foregoing; providedbreach, however, terminate or modify that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national contract or regional securities exchange;arrangement. (2h) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee’s last three (3) years of employment with the CompanyExecutive, a customer of any of the DPC Entitieshaving taking legal advice, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee’s last three years of employment with the Company, for the purpose of (A) diverting any business of such Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee’s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction. The Employee acknowledges and agrees that the consideration undertakings contained in this Section 9 are reasonable and benefits to be provided to necessary for the Employee under this Agreement have been bargained and negotiated in exchange forprotection of the legitimate interests of Company, and in consideration ofthat, having regard to those circumstances, the Employee’s agreement to abide by the terms and provisions covenants contained herein do not work harshly on him. (i) For purposes of this Section 6 and of Section 7 hereof. The Employee acknowledges and agrees that all of the Employee’s duties and obligations under this Section 6 shall survive the expiration or termination of the Employee’s employment with the Company, regardless of the causes therefor.Agreement:

Non-Competition Covenants. Throughout the Employment Term and continuing thereafter until the second third anniversary of the date on which the Employee ceases to be employed by the Company for any reason whatsoever (the “Non-Compete Period”), the Employee will not: (1) directly or indirectly assist in, engage in, have any financial interest in, or participate in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuits, or any other business in which the DPC Entities may engage or begin preparations to engage during the Employment Term, or make preparations with any Person to do any of the foregoing; provided, however, that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national or regional securities exchange; (2) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee’s last three (3) years of employment with the Company, a customer of any of the DPC Entities, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee’s last three years of employment with the Company, for the purpose of (A) diverting any business of such Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee’s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction. The Employee acknowledges and agrees that the consideration and benefits to be provided to the Employee under this Agreement have been bargained and negotiated in exchange for, and in consideration of, the Employee’s agreement to abide by the terms and provisions of this Section 6 and of Section 7 hereof. The Employee acknowledges and agrees that all of the Employee’s duties and obligations under this Section 6 shall survive the expiration or termination of the Employee’s employment with the Company, regardless of the causes therefor.