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

Non-Solicitation; Non-Compete; Confidentiality. 12.2.1 Each Management Limited Partner shall be bound by the non-compete and non-solicitation provisions contained in this Section 12.2, unless (i) such Management Limited Partner is a Non-Employee Director or (ii) unless such Management Limited Partner is a party to an employment or other agreement with the Partnership or any of its Subsidiaries which contains non-compete and non-solicitation provisions or otherwise expressly waives the provisions of this Section 12.2, in which event such Management Limited Partner shall only be bound by the non-compete and non-solicitation provisions contained in such employment agreement or the provisions of such other agreement and shall not be bound by the provisions of this Section 12.2. 12.2.2 During the period (the “Restricted Period”) commencing on the date hereof and ending on the later of (a) the first anniversary of the date of the Termination of Services of the Management Limited Partner or (b) the last day of the period during which the Management Limited Partner is paid severance by the Partnership or any of its Subsidiaries under any plan, program, agreement or arrangement (which severance is at least equivalent in amount per payroll period to the base salary earned by such Management Limited Partner in the regular payroll period immediately prior to his or her Termination of Services), the Management Limited Partner shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Partnership or any Subsidiary of the Partnership to leave the employ of the Partnership or such Subsidiary, or in any way interfere with the relationship between the Partnership or any such Subsidiary, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Partnership or any Subsidiary of the Partnership (or any predecessor thereof), or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Partnership or any Subsidiary of the Partnership to cease doing business with the Partnership or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Partnership or any such Subsidiary, on the other hand. 12.2.3 Each Management Limited Partner acknowledges that, in the course of his or her employment with the Partnership and/or its Subsidiaries and their predecessors, he or she has become familiar, or will become familiar, with the Partnership’s and its Subsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Partnership, its Subsidiaries and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Partnership and its Subsidiaries. Therefore, each Management Limited Partner agrees that, during the Restricted Period, such Management Limited Partner shall not directly or indirectly, engage in any business that competes with the business of the Partnership or its Subsidiaries as of the date hereof or during the Restricted Period anywhere in the world in which the Partnership or its Subsidiaries is doing business. For purposes of this Section 12.2.3, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 12.2.3 shall prohibit any Management Limited Partner from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Limited Partner has no active participation in the business of such corporation. 12.2.4 Each Management Limited Partner understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Partnership and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Partnership and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), such Management Limited Partner does not believe would prevent him from otherwise earning a living. Each Management Limited Partner has carefully considered the nature and extent of the restrictions placed upon him by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Partnership disproportionate to the detriment which the same may cause such Management Limited Partner.

Non-Solicitation; Non-Compete; Confidentiality. 12.2.1 11.2.1 Each Management Individual Limited Partner shall be bound by the non-compete and non-solicitation provisions contained in this Section 12.211.2, unless (i) such Management Individual Limited Partner is a Non-Employee Director or (ii) unless such Management Individual Limited Partner is a party to an employment or other agreement with the Partnership or any of its Subsidiaries which contains non-compete and non-solicitation provisions or otherwise expressly waives the provisions of this Section 12.211.2, in which event such Management Individual Limited Partner shall only be bound by the non-compete and non-solicitation provisions contained in such employment agreement or the provisions of such other agreement and shall not be bound by the provisions of this Section 12.211.2. 12.2.2 11.2.2 During the period (the “Restricted Period”) commencing on the date hereof and ending on the later of (a) the first anniversary of the date of the Termination of Services of the Management Individual Limited Partner or (b) the last day of the period during which the Management Individual Limited Partner is paid severance by the Partnership or any of its Subsidiaries under any plan, program, agreement or arrangement (which severance is at least equivalent in amount per payroll period to the base salary earned by such Management Individual Limited Partner in the regular payroll period immediately prior to his or her Termination of Services), the Management Individual Limited Partner shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Partnership or any Subsidiary of the Partnership to leave the employ of the Partnership or such Subsidiary, or in any way interfere with the relationship between the Partnership or any such Subsidiary, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Partnership or any Subsidiary of the Partnership (or any predecessor thereof), or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Partnership or any Subsidiary of the Partnership to cease doing business with the Partnership or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Partnership or any such Subsidiary, on the other hand. 12.2.3 11.2.3 Each Management Individual Limited Partner acknowledges that, in the course of his or her employment with the Partnership and/or its Subsidiaries and their predecessors, he or she has become familiar, or will become familiar, with the Partnership’s and its Subsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Partnership, its Subsidiaries and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Partnership and its Subsidiaries. Therefore, each Management Individual Limited Partner agrees that, during the Restricted Period, such Management Individual Limited Partner shall not directly or indirectly, engage in any business that competes with the business of the Partnership or its Subsidiaries as of the date hereof or during the Restricted Period anywhere in the world in which the Partnership or its Subsidiaries is doing business. For purposes of this Section 12.2.311.2.3, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 12.2.3 11.2.3 shall prohibit any Management Individual Limited Partner from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Individual Limited Partner has no active participation in the business of such corporation. 12.2.4 11.2.4 Each Management Individual Limited Partner understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Partnership and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Partnership and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), such Management Individual Limited Partner does not believe would prevent him from otherwise earning a living. Each Management Individual Limited Partner has carefully considered the nature and extent of the restrictions placed upon him by this AgreementThird Amendment, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Partnership disproportionate to the detriment which the same may cause such Management Individual Limited Partner.