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

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s business, Executive agrees that while employed by the Company and for one year following a Covered Termination he shall not, without the prior written consent 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 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 while employed at the Company. (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 the Company’s business, Executive agrees that while employed by the Company and for one year following a Covered Termination he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company. (c) The restrictions contained in this Section 7 are limited to a 50-mile radius around any geographical area in which the Company engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. (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 the Company’s business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s interest 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. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) months following a Covered Termination he shall not, without the prior written consent 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 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 while employed at by the CompanyCompany 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 the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) months following a Covered Termination he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or an Affiliate. (c) The restrictions contained in this Section 7 8 are limited to a 50-mile radius around any geographical area in which 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 Covered Termination. (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 the Company’s business its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement Agreement, that the consideration provided by the Company gives rise to the Company’s 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. (a) For consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company and for one year following a Covered Termination that does not occur following a Change of Control, he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, induce entice or solicit) any employee of the Company or any of its Affiliates affiliates or ventures to leave the employment of the Company or any of its Affiliates affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates affiliates or ventures with whom Executive had any actual contact while employed at the Company. (b) Additionally, for consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company. (c) The restrictions contained in this Section 7 Paragraph 8 are limited to a 50-mile radius around any geographical geological area in which the Company engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. (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, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s 's interest in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s '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, including but not limited to, to the Company’s 's need to protect its Confidential Information.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, 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 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 while employed at the Company, the Employer or any Affiliate. (b) Additionally, for consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or any of its Affiliates or ventures or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or any of its Affiliates or ventures. (c) The restrictions contained in this Section 7 Paragraph 8 are limited to a 50-mile radius around any geographical area in which the Company or any of its Affiliates or ventures engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. (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, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s 's interest in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s '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, including but not limited to, to the Company’s 's need to protect its Confidential Information.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year [___] months following a Covered Termination he Separation from Service during the term of this Agreement he/she shall not, without the prior written consent of the CompanyGeneral Counsel, 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 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, in any such case while employed at by the CompanyCompany 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 the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year [____] months following a Covered Termination he he/she will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or an Affiliate. (c) The restrictions contained in this Section 7 9 are limited to a 50-mile radius around areas or territories within the United States and in any geographical area foreign country in which 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 Covered TerminationExecutive’s Separation from Service. (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 the Company’s business its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement Agreement, that the consideration provided by the Company gives rise to the Company’s 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. Executive further acknowledges that a violation on Executive’s part of any of the restrictive covenants contained in Section 7 or this Section 9 of this Agreement would cause immeasurable and irreparable damage to the Company. Accordingly, Executive agrees that, in addition to any other remedy the Company may have for any such violation: (1) the Company shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have; and (2) in addition, if the General Counsel of the Company (or other similarly situated senior executive of the Company) reasonably and in good faith determines that Executive has materially breached any of these restrictive covenants contained in this Section 9 of the Agreement during the applicable period in which they are in effect, after written notice to Executive of such determination and a ten (10) day opportunity to cure such breach (if the General Counsel determines in good faith that such breach is curable), if such breach is not so cured to the reasonable satisfaction of the General Counsel, then Executive shall be required to promptly repay all net after-tax cash amounts previously paid under this Agreement to Executive, and Executive shall forfeit any Equity Awards he or she may then hold.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, including but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, 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 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 while employed at the Company, the Employer or any Affiliate. (b) Additionally, for consideration provided under this Agreement, including, including but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and the Company’s business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or any of its Affiliates or ventures or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or any of its Affiliates or ventures. (c) The restrictions contained in this Section 7 Paragraph 8 are limited to a 50-mile radius around any geographical area in which the Company or any of its Affiliates or ventures engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. (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, including but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and the Company’s business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s interest 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, including but not limited to, to the Company’s need to protect its Confidential Information. (e) Executive also agrees to sign and abide by the Company’s generally applicable Confidential Information and Intellectual Property Policy, as it exists now and may change from time to time in the future.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, 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 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 while employed at the Company, the Employer or any Affiliate. (b) Additionally, for consideration provided under this Agreement, including, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or any of its Affiliates or ventures or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or any of its Affiliates or ventures. (c) The restrictions contained in this Section 7 Paragraph 8 are limited to a 50-50- mile radius around any geographical area in which the Company or any of its Affiliates or ventures engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. (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, including but not limited to the Company’s 's agreement to provide Executive with Confidential Information regarding the Company and the Company’s 's business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s 's interest in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s '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, including but not limited to, to the Company’s 's need to protect its Confidential Information.

Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s businessits businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) months following a Covered Termination he shall not, without the prior written consent 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 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 while employed at by the CompanyCompany 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 the Company’s businessits businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) following a Covered Termination he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or an Affiliate. (c) The restrictions contained in this Section 7 8 are limited to a 50-mile radius around any geographical area in which 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 Covered Termination. (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 the Company’s business its businesses, are ancillary to otherwise enforceable provisions of this Agreement Agreement, that the consideration provided by the Company gives rise to the Company’s 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. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) months following a Covered Termination he shall not, without the prior written consent 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 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 while employed at by the CompanyCompany 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 the Company’s businessits respective businesses, Executive agrees that while employed by the Company or an Affiliate and for one year twenty-four (24) following a Covered Termination he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services at a comparable level of responsibility to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the CompanyCompany or an Affiliate. (c) The restrictions contained in this Section 7 8 are limited to a 50-mile radius around any geographical area in which 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 Covered Termination. (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 the Company’s business its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement Agreement, that the consideration provided by the Company gives rise to the Company’s 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.