Common use of Non-Solicitation and Non-Competition Clause in Contracts

Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above, Employee agrees that during the 12-month period following his Date of Termination (the "Severance Period"), Employee: (a) will not, without the prior written consent of Company, alone or in association with others, solicit on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates. (b) will not, without the prior written consent of Company, directly or indirectly, engage or invest in, counsel or advise or be employed by any other person, firm, corporation or entity engaged in or conducting business which is the same as, or competing with, the business being conducted by Company, or any of its operating divisions, subsidiaries or affiliates, in any area or territory in which Company, or such operating divisions, subsidiaries or affiliates, shall be conducting business during the Severance Period. Notwithstanding the foregoing, Employee shall be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which Company, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail to comply with the non-solicitation and/or non-competition restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit any remaining unpaid benefits under this Agreement.

Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above, Employee agrees that during the 1224-month period following his Date of Termination (the "Severance Period"), Employee: (a) will not, without the prior written consent of Company, alone or in association with others, solicit on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates. (b) will not, without the prior written consent of Company, directly or indirectly, engage or invest in, counsel or advise or be employed by any other person, firm, corporation or entity engaged in or conducting business which is the same as, or competing with, the business being conducted by Company, or any of its operating divisions, subsidiaries or affiliates, in any area or territory in which Company, or such operating divisions, subsidiaries or affiliates, shall be conducting business during the Severance Period. Notwithstanding the foregoing, Employee shall be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which Company, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail to comply with the non-solicitation and/or non-competition restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit any remaining unpaid benefits under this Agreement.

Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above, Employee Contractor hereby agrees that that: a. during the 12-month period following his Date Term of Termination this Agreement and for one (1) year after the "Severance Period")end of such Term, Employee: (a) Contractor will not, without the Company’s express prior written consent of Company, alone or in association with others, solicit on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates. (b) will not, without the prior written consent of Companyconsent, directly or indirectly, engage solicit, induce, recruit, hire or invest divert or attempt to solicit, induce, recruit, hire or divert from Company (i) any account or business of Company that existed, or any customer, client or business partner of Company who shall have been such, at any time, including, without limitation, all applicable business partners or venturers, customers and/or clients of Company; or (ii) any individual who shall have been an employee Company at any time; in either case and in each instance, whether for or on Contractor’s behalf or for any entity in which Contractor may have a direct or indirect interest. b. during the Term of this Agreement, Contractor will not directly or indirectly, in any location, operate, organize, maintain, establish, manage, own, participate in, counsel or advise in any manner whatsoever, individually or through any corporation, limited liability company, limited partnership, general partnership or other entity with respect to which Contractor shall be employed by affiliated in any other personmanner whatsoever, firmhave any interest in, corporation whether as an owner, member, investor, operator, partner, stockholder, director, trustee, officer, mortgagee, employee, independent contractor, principal, agent, consultant or entity otherwise, is engaged in or conducting business which is renders services comparable to the same asServices to a chain restaurant business, or competing with, the business being conducted unless such activity shall have been previously agreed to in writing by Company; and c. in the event of a breach or threatened breach of this Agreement (including, or any of its operating divisionswithout limitation, subsidiaries or affiliatesSections 5, in any area or territory in which Company6, or such operating divisions7, subsidiaries or affiliates8 and 12) by Contractor, shall be conducting business during the Severance Period. Notwithstanding the foregoing, Employee shall Company will suffer irreparable harm and will therefore be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which Company, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail injunctive relief to comply with the non-solicitation and/or non-competition restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit any remaining unpaid benefits under enforce this Agreement.

Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above, Employee agrees that during the 12-month period following his Date of Termination (the "Severance Period"), Employee: (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit, in a manner competitive with the business of the Company, the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate. (b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he will not, without the prior written consent of the General Counsel of the Company, acting alone or in association conjunction with others, solicit on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates. (b) will not, without the prior written consent of Company, either directly or indirectly, engage in any business that is in competition with the Company or invest inan Affiliate or accept employment with or render services to such a business as an officer, counsel agent, employee, independent contractor or advise or be employed by any other person, firm, corporation or entity engaged in or conducting business which is the same asconsultant, or competing with, otherwise engage in activities that are in competition with the business being conducted by Company, Company or any of its operating divisions, subsidiaries or affiliates, in any area or territory in which Company, or such operating divisions, subsidiaries or affiliates, shall be conducting business during the Severance Periodan Affiliate. Notwithstanding the foregoing, Employee the provisions of this Section 8(b) shall not be entitled violated by Executive being employed by, associating with or otherwise providing services to passively own not more than four and nine-tenths percent (4.9%) a subsidiary, division or unit of any publicly held entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which Executive is employed, associated with or otherwise provides services to) which is engaged in any a business in which Company, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail to comply competitive with the non-solicitation and/or non-competition Company so long as Executive does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in such competitive business. (c) After a termination of employment, the restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit 8 are limited to areas or territories within the United States or in any remaining unpaid benefits foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a termination of employment. (d) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above6.1 During my Service, Employee agrees that during the 12-month period following his Date of Termination (the "Severance Period"), Employee: (a) I will not, without directly or indirectly, participate in the prior written consent ownership, management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person, corporation, firm, or other entity that competes with the Company in the state of CompanyTexas, alone or in association any other state in the United States, in which the business of the Company is conducted or has been proposed to be conducted, nor shall I engage in any other activities that conflict with othersmy obligations to the Company. Notwithstanding the foregoing, solicit I am permitted to own up to 1% of any class of securities of any corporation in competition with the Company that is traded on a national securities exchange or through NASDAQ. 6.2 During my Service and for a period of two years after my Service is terminated for any reason, I will not, directly or indirectly, individually or on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firmpartnership, corporation or business entity which competes of any type, solicit, assist or in any way encourage any current employee or consultant of the Company to terminate his or her employment relationship or consulting relationship with or for the Company, or any of its divisions, subsidiaries or affiliates. (b) nor will not, without the prior written consent of CompanyI, directly or indirectly, engage individually or invest in, counsel or advise or be employed by on behalf of any other person, firm, partnership, corporation or business entity engaged in or conducting business which is that competes with the same asCompany solicit the services of any former employee of the Company whose service has been terminated for less than three (3) months. I acknowledge that these restrictions are fair, or competing withreasonable, ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company, including, but not limited to, the business being conducted by protection of the goodwill of the Company, the Proprietary Information of the Company (as provided to me), the Intellectual Property Rights of the Company, the Inventions of the Company, as well as the business of the Company. 6.3 For a period of (i) nine months after my Service is terminated by Company for Cause or I resign my employment; or (ii) six months after my Service is terminated by the Company for any reason other than Cause, I will not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation or business entity of any type, solicit to the detriment of the Company and/or for the benefit of myself or any competitor of its operating divisionsthe Company, subsidiaries take away or affiliatesattempt to take away, in whole or in part, any area Customer of the Company or territory in which otherwise interfere with the Company’s relationship with any Customer, including inducing or attempting to induce any customer, supplier, vendor or any other person to cease doing business with the Company for any reason. For purposes of this Section 6(c), “Customer” shall mean prospective, present and former (within the last twelve months) customers of the Company. I acknowledge that these restrictions are fair, reasonable, ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company including, but not limited to, the protection of the goodwill of the Company, or such operating divisionsProprietary Information of the Company (as provided to me), subsidiaries or affiliates, shall be conducting business during Intellectual Property Rights of the Severance Period. Notwithstanding the foregoing, Employee shall be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which Company, or any Inventions of its operating divisionsthe Company, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail to comply with as well as the non-solicitation and/or non-competition restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit any remaining unpaid benefits under this Agreementbusiness interests of the Company.

Non-Solicitation and Non-Competition. In consideration for receiving the severance benefits payments called for under paragraph 2(c) and Section 3 abovehereunder, Employee Xxxxxx agrees that that, during the 12-month period following his Date of Termination (the "Severance Period")Employment Term, EmployeeXxxxxx: (a) a. will not, without the prior written consent of CompanyXxxxxxx, alone alone, or in association with others, solicit on behalf of EmployeeXxxxxx, or any other person, firm, corporation or entity, any employee of CompanyXxxxxxx, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates.entity; and (b) b. will not, without the prior written consent of CompanyXxxxxxx, directly or indirectly, engage or invest in, counsel or counsel, advise or be employed by by, any other person, firm, corporation or entity engaged in or conducting business which is the same as, or competing with, the business being conducted by CompanyXxxxxxx, or any of its operating divisions, subsidiaries or affiliates, in any area or territory in which Company, or such operating divisions, subsidiaries or affiliates, shall be conducting business during the Severance Period. Notwithstanding the foregoing, Employee Xxxxxx shall be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which CompanyXxxxxxx, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee Xxxxxx fail to comply with the non-solicitation and/or non-competition restrictions contained in this Section 4Paragraph 12, this Agreement shall immediately terminate and Employee Xxxxxx shall forfeit any remaining unpaid benefits under this Agreementsalary and severance pay.