Common use of Non-Competition, Etc Clause in Contracts

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she receives Severance Benefits due to an Involuntary Termination, Employee (A) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the Company; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (B) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (C) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (D) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her employment as described in Exhibit A, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she commits any breach of a covenant under subsection (a) or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession or trade. With respect to any provision of subsection (a) or Exhibit A that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law.

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she he receives Severance Benefits due to an Involuntary Termination, Employee (Ai) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the CompanyCompany and in which Employee was directly involved; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (Bii) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (Ciii) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (Div) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her his employment as described in Exhibit A, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she he commits any breach of a covenant under subsection (a) or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to seek temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession his profession or trade. With respect to any provision of subsection (a) or Exhibit A that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law.

Non-Competition, Etc. a. Employee covenants As ADM’s President and agrees Chief Operating Officer (“COO”), Mxxxxxxxx had direct access to and personal knowledge of ADM’s most important proprietary business information including, but not limited to, business plans and strategies, financial information, trading and hedging strategies, and operational methods, plans and strategies. This information is proprietary to ADM and subject to reasonable efforts by ADM to secure its confidentiality. This proprietary information has significant value to ADM as it provides ADM with a strategic advantage over it competitors. Were this information provided to ADM’s competitors, ADM would be irreparably harmed. ADM and Mxxxxxxxx agree that during if Mxxxxxxxx were to work for one of ADM’s competitors within the Original Term next three years, he would be unable to perform his duties without disclosing ADM’s confidential and proprietary business information. b. Consequently, without the prior written consent of ADM, which consent must be signed by the Chief Executive or any extension thereof plus for the period President of time she receives Severance Benefits due to an Involuntary TerminationADM until September 15, Employee (A) 2008, Mxxxxxxxx shall not engageown any interest in, anywhere within except the geographical areas ownership of stock in which the Company is then conducting its business operationsa publicly-traded company, take any employment with, or act as a director, officer, agent, consultant, advisor, independent contractor or in any other capacity whatsoever, directly or indirectly, alonewith or to any person, corporation, partnership, limited liability company, firm, joint venture or any other form of entity, anywhere in the world, that competes with ADM or any of its subsidiaries or affiliates or provides the same goods or services as ADM or any of its subsidiaries or affiliates. c. Xxxxxxxxx acknowledges that, in association with or light of his responsibilities while employed as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the Company; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (B) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (C) shall not solicit, divert or to take awayADM’s President and COO, the business or patronage scope of any these post-employment restrictions is reasonable and that if he were to come out of the customers or accounts retirement, he would have ample job opportunities based upon his experience and education. Mxxxxxxxx further acknowledges that a violation of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; this paragraph 2 would cause irreparable damage to ADM and (D) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her employment as described in Exhibit A, it would be impractical and excessively difficult to determine the actual damages of the Company in the event of a breach or threatened breach, hereof, ADM would be entitled to injunctive relief, without the Employee breached posting of any bond, in addition to such other relief as may be appropriate at law or in equity. d. For the period from the Effective Date of this Agreement through September 15, 2000, Xxxxxxxxx shall not hire or solicit for employment any employee on the payroll of ADM or any of the covenants of subsection (a) its subsidiaries or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she commits any breach of a covenant under subsection (a) or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession or trade. With respect to any provision of subsection (a) or Exhibit A that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable lawaffiliates.

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she receives Severance Benefits due to an Involuntary Termination, Employee (Ai) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the CompanyCompany and in which Employee was directly involved; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (Bii) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (Ciii) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (Div) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her employment as described in Exhibit A, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she commits any breach of a covenant under subsection (a) or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to seek temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession profession or trade. With respect to any provision of subsection (a) or Exhibit A that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law.

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she he receives Severance Benefits due to an Involuntary Termination, Employee (Ai) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the CompanyCompany and in which Employee was directly involved; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (Bii) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (Ciii) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (Div) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her his employment as described in Exhibit Athe Employee Proprietary Information and Invention Agreement, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit Athe Employee Proprietary Information and Invention Agreement, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A the Employee Proprietary Information and Invention Agreement would be inadequate. The Employee therefore agrees and consents that if she he commits any breach of a covenant under subsection (a) or Exhibit A the Employee Proprietary Information and Invention Agreement or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to seek temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession his profession or trade. With respect to any provision of subsection (a) or Exhibit A the Employee Proprietary Information and Invention Agreement that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law.

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she receives Severance Benefits due to an Involuntary Termination, Employee (Aa) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the Company; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (B) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (C) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (D) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee Each VERITAS Party acknowledges and agrees that because its covenants in this Section 5.3 are necessary and reasonable to protect the legitimate interests of Sonic in connection with its purchase of the nature DMD Business and the preservation and enhancement of the value of that business. (b) During the Restriction Period, no VERITAS Party shall directly or indirectly (including, without limitation, through any other VERITAS Sub) conduct or engage in any aspect of the DMD Business. However, the preceding sentence shall not prohibit any VERITAS Party from acquiring a company (whether by merger, stock purchase, asset purchase or otherwise) an insubstantial portion of the business in of which the Company is engaged and because consists of the nature DMD Business, provided that no VERITAS Party or other VERITAS Sub thereafter (during the Restriction Period) directly or indirectly substantially expands or invests in that business. (c) During the period ending two years after the Closing, no VERITAS Party shall, and VERITAS shall assure that each VERITAS Sub does not, employ or otherwise purchase the services of any DMD Employee or solicit any such employment or purchase. However, the confidential information to which previous sentence shall not prohibit any VERITAS Party or any other VERITAS Sub from: (i) employing or otherwise purchasing services from, or soliciting the employment or purchase of services from, any DMD Employee beginning 12 months after the Closing if, when the employment, purchase or solicitation first occurs, the DMD Employee has access during her employment as described not been employed by Sonic for at least six months, (ii) placing advertisements in Exhibit Anewspapers, it would be impractical and excessively difficult consistent with past practices, or using recruiters if the recruiters are not directed specifically to determine contact Sonic employees or (iii) using the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she commits any breach services of a covenant under subsection (a) consulting entity if, unbeknownst to any VERITAS Party or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right VERITAS Sub, one or remedy more DMD Employees are employed by that may entity. (d) If any provision of this Section 5.3 is found by a court of competent jurisdiction to be available invalid or unenforceable on the basis that it is excessive in time, geography or scope of activity, that provision shall not be voided but, instead, shall be adjusted to it) the least extent possible in order to temporary cause it to be valid and permanent injunctive relief from enforceable. In addition, if any provision of this Section 5.3 is found to any extent to be invalid or unenforceable by a court of competent jurisdiction. Employee acknowledges : (i) that provision shall, in that jurisdiction, be considered amended in order to conform to Law only as it applies in that jurisdiction, (ii) the invalidity or unenforceability of that provision in that jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction and agrees (iii) the invalidity or unenforceability of that subsection (a) provision shall not affect the validity or enforceability of the remainder of that provision or the validity or enforceability of any other provision of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession or trade. With respect to any provision of subsection (a) or Exhibit A 5.3 in that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable lawother jurisdiction.

Non-Competition, Etc. a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time she he receives Severance Benefits due to an Involuntary Termination, Employee (Ai) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the Company; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (Bii) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (Ciii) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (Div) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company. b. The Employee acknowledges and agrees that because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which the Employee has access during her his employment as described in Exhibit A, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Employee breached any of the covenants of subsection (a) or Exhibit A, and remedies at law (such as monetary damages) for any breach of the Employee's obligations under subsection (a) or Exhibit A would be inadequate. The Employee therefore agrees and consents that if she he commits any breach of a covenant under subsection (a) or Exhibit A or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction. Employee acknowledges and agrees that subsection (a) of this Section is reasonable and is necessary for the legitimate protection of the Company, and will not deprive Employee of a reasonable opportunity to practice her profeession his profession or trade. With respect to any provision of subsection (a) or Exhibit A that is finally determined to be unenforceable, the Employee and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law.