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

Non-Competition; Non-Solicitation; Confidentiality. (a) Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely competitive; (iii) Key Employee’s customer relationships are near permanent and but for Key Employee’s association with the Company, Key Employee would not have had contact with the customers; (iv) Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, (viii) Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, (ix) Key Employee’s association with the Company has been critical, and Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, (x) the services to be rendered by Key Employee to the Company are of a special and unique character, (xi) Company conducts the Business throughout the United States, (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, and (xiii) in light of the foregoing and of Key Employee’s education, skills, abilities and financial resources, Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

Non-Competition; Non-Solicitation; Confidentiality. (a) The Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely competitive; (iii) the Key Employee’s customer relationships are near permanent and but for the Key Employee’s association with the Company, the Key Employee would not have had contact with the customers; (iv) the Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) the Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for the Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, this Agreement; (viii) the Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, ; (ix) Key Employee’s association with the Company has been critical, and Key Employee’s association with the Company is expected to continue to be critical, critical to the success of the Company, ; (x) the services to be rendered by the Key Employee to the Company are of a special and unique character, ; (xi) the Company conducts the Business throughout the United States, North America; (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable for the Company to enter into the Financing this Agreement without obtaining such non-competition and other restrictive covenants and agreements, ; and (xiii) in light of the foregoing and of the Key Employee’s education, skills, abilities and financial resources, the Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent the Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

Non-Competition; Non-Solicitation; Confidentiality. (a) The Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely competitive; (iii) the Key Employee’s customer relationships are near permanent and but for the Key Employee’s association with the Company, the Key Employee would not have had contact with the customers; (iv) the Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) the Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for the Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, ; (viii) the Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, ; (ix) the Key Employee’s association with the Company has been critical, and the Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, ; (x) the services to be rendered by the Key Employee to the Company are of a special and unique character, ; (xi) Company conducts the Business throughout the United States, ; (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, ; and (xiii) in light of the foregoing and of the Key Employee’s education, skills, abilities and financial resources, the Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent the Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

Non-Competition; Non-Solicitation; Confidentiality. (a) The Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “"Business”"); (ii) the Business is intensely competitive; (iii) the Key Employee’s customer relationships are near permanent and but for the Key Employee’s association with the Company, the Key Employee would not have had contact with the customers; (iv) the Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) the Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for the Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, ; (viii) the Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, ; (ix) the Key Employee’s association with the Company has been critical, and the Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, ; (x) the services to be rendered by the Key Employee to the Company are of a special and unique character, ; (xi) Company conducts the Business throughout the United States, ; (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, ; and (xiii) in light of the foregoing and of the Key Employee’s education, skills, abilities and financial resources, the Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent the Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

Non-Competition; Non-Solicitation; Confidentiality. (a) Key Employee acknowledges Except for services to be provided in connection with Seller’s Product Business, for a period from the Closing Time to the third (3rd) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fraction, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if any, and agrees that: the denominator of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the Company date the Third Year Earn-Out Payment is engaged in the business finally determined pursuant to Section 3.4 of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); this Agreement or (ii) the Business is intensely competitive; (iii) Key Employee’s customer relationships are near permanent and but for Key Employee’s association with the Company, Key Employee would not have had contact with the customers; (iv) Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for Key Employee entering into the covenants Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment), Seller shall not, and shall cause the Voting Trustees and Voting Shareholders not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”) in the Territory; provided, that the restrictions contained in this Section 3.97.1(a) shall not restrict the acquisition by Seller, the Company would not have entered into the Financing and the closing directly or indirectly, of less than five percent (5%) of the offering outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and sale of equity securities by agree that the Company as set forth above, (viii) Key Employee engaging in remedy at law for any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, (ix) Key Employee’s association with the Company has been critical, and Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, (x) the services to be rendered by Key Employee to the Company are of a special and unique character, (xi) Company conducts the Business throughout the United States, (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, and (xiii) in light breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of Key Employee’s education, skills, abilities and financial resources, Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of proving actual damage or posting any of the covenants set forth in this Section 3.9 would prevent Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceablebond whatsoever.