Common use of Non-Disclosure; Non-Competition Clause in Contracts

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement.

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at the time of execution of this Agreement or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. Notwithstanding the foregoing, Employee shall be permitted to be employed by or become a member of a law firm engaged in the private practice of law and to render legal services in connection with such employment or membership to clients of such law firm that are in direct competition with the Company without violating the provisions of this Paragraph 9(b). Employee shall at all times remain subject to the restrictions imposed upon Employee set forth under Paragraph 9(a) above with respect to any subsequent employment obtained by Employee following the termination of this Agreement and the provisions of the applicable Code of Professional Responsibility with respect to former clients. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement.

Non-Disclosure; Non-Competition. (aA) Employee has executed a Nondisclosure Agreement In consideration of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by hereunder, Employee agrees that during the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, Employment Term and for a period of six one year thereafter Employee will not directly or indirectly (6i) months following engage in any activity intended to terminate, disrupt or interfere with the termination Company's or any of this Agreementits subsidiary's or affiliate's relationship with a customer, supplier, lessor or other person, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amountengage or participate in, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereofor have any interest in any corporation, whichever is applicable, he will not, directly entity or indirectly, either on his own behalf other person that engages or on behalf of any person, partnership, corporation or otherwise, (a) engage participates in any business or undertaking activity (relating to software configuration management, team collaboration software or any of the Software as defined in a capacity that is directly competitive with any business (each a "Related Business"the Purchase Agreement) being carried on engaged or participated in by the Company or any Affiliate thereof at the time on date of Employee's termination of employmentthe Employment Term. For purposes of this paragraph, Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or (b) be employed by to have an interest in a corporation, entity or provide consulting services to or be an investorother person, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent or if he, directly or indirectly (including as a member of a group), controls all or shareholder inany part thereof; provided, any entity that nothing in this paragraph shall prohibit Employee from holding less than two percent (2%) of a class of a corporation's outstanding securities that are listed on a national securities exchange or other person traded in the over-the-counter market. (B) In the event of a Related Business within 25 miles breach or threatened breach by Employee of any city in which of the provisions of this paragraph, the Company shall be entitled to an injunction to be (C) If any term or any Affiliate thereofprovision of this paragraph 10 shall be held invalid or unenforceable because of its duration, does business at time of execution geographic scope, or for any other city or community in which reason, the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties and Employee agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of court making such determination shall have the transactions entered into in this Agreement. Ifpower to modify such provision, howeverwhether by limiting the geographic scope, it shall be determined at any time by a court of competent jurisdiction that either reducing the time period restriction or the geographical area restrictionduration, or bothotherwise, are invalid or unenforceable, to the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as minimum extent necessary to make such restriction term or provision valid and enforceable in the determination of said courtenforceable, and such restriction, as so amended, term or provision shall be enforceable between the parties to the same extent as if in such amendment had been made as of the date modified form. (D) The provisions of this Agreement. This subparagraph 9(b) paragraph 10 shall survive the termination of this Agreementthe Employment Term.

Non-Disclosure; Non-Competition. (a) At all times after the date hereof, including after termination of this Agreement for any or no reason, Employee has executed a Nondisclosure Agreement shall not, except with the express prior written consent of the Company. Said agreement shall survive termination Board of employment hereunderDirectors of the Corporation, directly or indirectly, other than in the ordinary course of business: (1) communicate, disclose or divulge to any Person, or use for his own benefit or the benefit of any Person, any knowledge or information which he may have acquired, no matter from whom or in what manner such knowledge or information may have been acquired, heretofore or hereafter, concerning the conduct and details of the business of Corporation or its shareholders, including, but not limited to, names of insureds, insurers or agents, expiration dates of policies, customers or prospective customers, suppliers, properties, trade secrets, techniques, equipment, materials, premiums, costs, marketing methods, operations, policies, prospects and financial condition; (2) solicit or induce, directly or indirectly, any employee, consultant or other agent of the Corporation or any affiliate to leave the employ of the Corporation or otherwise terminate the relationship with the Corporation; (3) for a period of six months after termination, initiate or receive any contact with or otherwise deal with or have a business relationship with any clients, insureds or others with business relationships with the Corporation at the date of termination; or (4) make any statement which criticizes, denigrates or otherwise reflects adversely on the Corporation. (b) Because Employee's services Employee hereby acknowledges that any breach by him of any of the covenants contained in this paragraph 8 ("Covenants") will result in irreparable injury to Corporation for which money damages could not adequately compensate Corporation. In the event of any such breach, Corporation shall be entitled, in addition to any other rights and remedies which it may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining Employee or any other Person involved therein from continuing such breach. The existence of any claim or cause of action which Employee or any such other Person may have against Corporation shall not constitute a defense or bar to the Company are special and because Employee has access enforcement of any of the Covenants. If Corporation must resort to the Company's confidential informationcourts for enforcement of any of the Covenants, or if any of the Covenants is otherwise the subject of litigation between Corporation and Employee covenants and agrees that if (i)(x) Employee's employment is terminated by or any such other Person, then the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, term of any such Covenant which has a fixed term shall be extended for a period of six time equal to the period of such breach, commencing on the date of a final court order (6without further right of appeal) months following acknowledging the termination validity of such Covenant. (c) If any portion of the Covenants or the application thereof is construed to be invalid or unenforceable, then the other portions of the Covenants, and of all other terms of this Agreement, or (ii) Employee's employment is terminated the application thereof shall not be affected thereby and Employee is receiving shall be given full force and effect without regard to the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly invalid or indirectly, either on his own behalf or on behalf of unenforceable portions. If any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board Covenants is determined to be unenforceable because of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restrictioncovered thereby, the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce such area or duration, or both, are invalid or unenforceable, the parties agree that any to limit such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said courtscope, and such restriction, as so amended, Covenant shall then be enforceable between in its reduced form. (d) The provisions of this paragraph 8 are identical to those of the parties original Agreement executed prior to the same extent as if such amendment had been made as of date Employee commenced his employment with the date of this Agreement. This subparagraph 9(b) shall survive the termination of this AgreementCorporation.

Non-Disclosure; Non-Competition. Non-Solicitation, and Non-Disparagement. In consideration of the grant of the RSUs hereunder, the Xxxxxxx agrees to and acknowledges the following: a. In addition to the Grantee’s obligations under any other agreement with the Company or any of its Subsidiaries, if applicable, the Grantee acknowledges that, through the Grantee’s employment with the Company or a Subsidiary thereof, the Grantee has acquired or will acquire, and had or will have access to Confidential Information (a) Employee as defined below). The Grantee hereby acknowledges and agrees that the Company prohibits the use or disclosure of its Confidential Information and that the Company has executed a Nondisclosure Agreement taken all reasonable steps necessary to protect the secrecy of such Confidential Information. The Grantee hereby acknowledges and agrees that “Confidential Information” includes any data or information that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the information is in printed, written or electronic form, retained in the Grantee’s memory or has been compiled or created by the Grantee. The Grantee hereby agrees that the Grantee has not and in the future will not use, or disclose to any third party, Confidential Information, unless compelled by law after reasonable advance notice to the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to If the Company are special and because Employee Grantee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated any questions regarding what data or information would be considered by the Company to be Confidential Information subject to this provision, the Grantee hereby agrees to contact Xxxx Xxxxx, HR Business Partner, 000 X. Xxxxxxxx Street, Princeton, NJ 08540. b. While employed by the Employer and during the Restricted Period (as defined below) and within the Restricted Territory (as defined below), the Grantee will not, whether directly or indirectly and whether for Cause compensation or otherwise, either for the Grantee’s self or for any other person or entity, own or hold any interest in, manage, operate, control, work, consult and/or render services for, or in any manner participate or engage in any business of any person or entity (yincluding, without limitation, any subsidiary, division or affiliate thereof) Employee voluntarily terminates his employment relationship hereunder with engaged in a Competitive Activity (as defined below), either as a partner, proprietor, shareholder, creditor, joint venturer, officer, director, agent, employee, consultant, executive, trustee, affiliate or otherwise; provided that the foregoing shall not prohibit the Grantee from (i) performing services for a person or entity engaged in Competitive Activity that are not the same or substantially similar to those performed by the Grantee for the Company other than for Good Reason, for a or any of its Subsidiaries during the 12-month period preceding the Grantee’s date of six (6) months following the termination of this Agreement, separation; or (ii) Employee's employment being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is terminated publicly traded, so long as the Grantee has no participation in the business of such corporation. c. While employed by the Employer and Employee is receiving during the Severance AmountRestricted Period and within the Restricted Territory, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will Grantee shall not, directly or indirectly, either on his own behalf for the Grantee’s self or on behalf for or through any other person or entity: (i) solicit, induce or attempt to induce any Key Employee (as defined below) to leave the employ of the Company or any personof its Subsidiaries, partnershipas applicable, corporation or otherwise, (a) engage in any way interfere with his/her employment relationship with the Company or any of its Subsidiaries, as applicable; (ii) induce or attempt to induce any Customer, supplier or other business relation of the Company or undertaking any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, as applicable, in favor of a person or entity engaged in a capacity Competitive Activity; or (iii) offer Competitive Products to any Customer. d. For purposes of this Agreement: (i) “Restricted Period” means the twelve (12) month period following the separation of the Grantee’s employment with the Employer, regardless of the reason for such separation; (ii) “Restricted Territory” means any district, region, or territory assigned to the Grantee as well as all districts, regions, or territories in which the Grantee provided any services, sold any products or otherwise had responsibility at any time during the 12-month period preceding the Grantee’s date of separation; (iii) “Competitive Activity” means manufacturing, distributing, or selling any Competitive Products; (iv) “Competitive Products” means any product that is directly competitive competes with any business (each a "Related Business") being carried on consumer packaged goods product or specialty products division product sold by the Company or any Affiliate thereof at the time of Employee's termination of employmentits Subsidiaries, or (b) be employed is in development by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereofof its Subsidiaries during the 12month period preceding the Grantee’s date of separation; (v) “Customer” means all accounts, does business at time customers, and prospective customers with whom the Grantee had material contact during the 12-month period preceding the Grantee’s date of execution separation; and (vi) “Key Employee” means any individual employed or any other city or community in which engaged by the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined its Subsidiaries at any time by a court during the 12-month period preceding the Grantee’s date of competent jurisdiction that either separation with whom the time period restriction or the geographical area restrictionGrantee had material contact, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable including individuals in the determination of said court, Grantee’s reporting structure and such restriction, as so amended, shall be enforceable between individuals with whom the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this AgreementGrantee regularly worked.

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors; provided, however, that Employee shall be permitted to provide or continue to provide consulting services to any person for whom Employee provided consulting services during the Term hereof in accordance with the terms of Paragraph 3 above. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement.

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement Except as may be required in the course of his employment with the Bank and in the pursuit of the Companybusiness of the Bank or any of its subsidiaries, the Executive shall not, at any time during or following the Term of Employment, disclose to any person or use any confidential information or proprietary data of the Bank or any of its subsidiaries. Said agreement The Executive agrees that all information concerning the Bank's relations with its customers is confidential information. The obligations of the Executive under this Section 12(a) shall survive the termination of the Executive's employment hereunderhereunder and the expiration of this Agreement. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and The Executive agrees that if (i)(x) Employee's employment in the event that this Agreement is terminated by and the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with Executive shall be entitled to receive the Company other than for Good ReasonSeverance Payment as a result of such termination, the Executive will not, for a period of six (6) months following the termination of this Agreement, two years or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on from the date the Executive ceased to be employed by the Company Bank to the end of the Initial Term (or if such termination occurs during any Affiliate thereof at Extended Term, to the time end of Employee's termination the Extended Term), which ever is longer, within a thirty (30) mile radius of employmentthe main office of the Bank, engage in, or (b) own, manage, operate, control, be employed by or provide consulting services to participate in the ownership, management, operation or control of or otherwise be an investor, partner, member or shareholder connected in any manner with any business which engages in, any entity activity which is competitive with the business of the Bank or any of its subsidiaries as conducted on the date of such termination. (c) The parties hereto acknowledge and agree that money damages would constitute an inadequate remedy in the event of a breach of this Section 12, and that, in addition to any other person in a Related Business within 25 miles remedies which may be available, the obligations of the Executive under this Section 12 shall be specifically enforceable. Notwithstanding the foregoing, no remedy conferred herein is intended to be exclusive of any city other available remedies, but each and every remedy shall be cumulative and shall be in which the Company addition to every remedy given hereunder or any Affiliate thereofnow or hereafter existing at law, does business at time of execution in equity or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreementby statute. If, howeverin any judicial proceeding, it the duration or scope of any covenant or agreement of Executive contained in this Section 12 shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are adjudicated to be invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable this Agreement shall be deemed so amended as to make reduce such restriction valid and enforceable duration or scope to the extent necessary to permit enforcement of such covenant or agreement, such amendment to apply only with respect to the operation of such covenant or agreement in the determination of said court, and particular jurisdiction in which such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreementadjudication is made.

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's =s board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement.

Non-Disclosure; Non-Competition. (a) Employee has executed a Nondisclosure Agreement of the Company. Said agreement shall survive termination of employment hereunder. (b) Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that if (i)(x) Employee's employment is terminated by the Company for Cause or (y) Employee voluntarily terminates his employment relationship hereunder with the Company other than for Good Reason, for a period of six (6) months following the termination of this Agreement, or (ii) Employee's employment is terminated and Employee is receiving the Severance Amount, for the period during which Employee is receiving such Severance Amount under Paragraph 5 hereof, whichever is applicable, he will not, directly or indirectly, either on his own behalf or on behalf of any person, partnership, corporation or otherwise, (a) engage in any business or undertaking in a capacity that is directly competitive with any business (each a "Related Business") being carried on by the Company or any Affiliate thereof at the time of Employee's termination of employment, or (b) be employed by or provide consulting services to or be an investor, partner, member or shareholder in, any entity or other person in a Related Business within 25 miles of any city in which the Company or any Affiliate thereof, does business at time of execution or any other city or community in which the Company or any Affiliate thereof, has a transmission license at the time of termination, without the prior written consent of the Company's board of directors. The parties agree that the time period and geographical area of non-competition specified above are reasonable and necessary in light of the transactions entered into in this Agreement. If, however, it shall be determined at any time by a court of competent jurisdiction that either the time period restriction or the geographical area restriction, or both, are invalid or unenforceable, the parties agree that any such restriction determined to be invalid or unenforceable shall be deemed so amended as to make such restriction valid and enforceable in the determination of said court, and such restriction, as so amended, shall be enforceable between the parties to the same extent as if such amendment had been made as of the date of this Agreement. This subparagraph 9(b) shall survive the termination of this Agreement. Notwithstanding anything contained herein to the contrary, Employee may during and after the Term engage in the following permitted activities: (i) participate as an officer or director of, or advisor to, any charitable or other tax exempt organization; and (ii) to the extent not in a Related Business, may engage in providing services to or investing in entities, businesses or persons other than the Company, including but not limited to (A) purchasing securities in private placements by any corporation or other business entity, PROVIDED, that, if such investments would otherwise be prohibited by the terms of this paragraph 9, such investments shall not result in his collectively owning beneficially at any time ten percent or more of the equity securities of any corporation or other business entity, (B) engaging in any telecommunications businesses or ventures, and (C) providing services as an officer, director, employee or consultant to TelQuest Communications, Inc., TelQuest Satellite Services LLC, Haig Capital L.L.C., Crexx Xnternational Holdings LLC and any Affiliates or successors thereof, so long as those efforts by Employee individually or collectively do not adversely impact on the business of the Company.