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

Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ legitimate business interests including protection of the Confidential Information (as defined in Section 6.3(a)) of any Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI would necessarily involve the use of Confidential Information), during the Restricted Period (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (a) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any Company Entity or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any Company Entity. This includes, without limitation, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate her employment or performance of services with or for any Company Entity; or(x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any Company Entity during the Employment Period to discontinue such person’s or entity’s business relationship with the Company Entity; or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any Company Entity from becoming a customer, producer, advertiser, distributor or supplier of the Company Entity; or (b) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any entity that directly or through subsidiaries in which it has a controlling interest operates a cable, satellite, telecommunications or broadband communications system (including fixed and wireless mobile) that is in direct competition with the Parent or the Company.

Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ Company’s legitimate business interests including protection of the “Confidential Information Information” (as defined in Section 6.3(asubparagraph 11(c)) of any the Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI Paragraph 11 would necessarily involve the use of Confidential Information), during the “Restricted Period Period” (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (ai) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any the Company Entity (or a Company Entity) or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any the Company (or a Company Entity), provided the prohibition in this clause (i) shall not apply to the Executive’s Executive Assistant. This includes, without limitationbut is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any the Company (or a Company Entity); or(xor (ii) (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) during the Term of Employment Period to discontinue such person’s or entity’s business relationship with the Company (or a Company Entity); or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) from becoming a customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity), including, without limitation, making any negative statements or communications about the Company (or a Company Entity) or their respective shareholders, directors, officers, employees or agents; or provided that the restrictions of this clause (bii) shall apply only to customers, producers, advertisers, distributors or suppliers of the Company with which the Executive had personal contact, or for whom the Executive had some responsibility in the performance of the Executive’s duties for the Company, during the Term of Employment; or (iii) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any entity business that directly competes with the Company for viewers, advertisers, distributors, producers, actors or through subsidiaries the like in which it has a controlling interest operates a (x) the production, post-production assembly, or distribution/delivery by electronic means (including, but not limited to, broadcast, cable, satellite, telecommunications or broadband communications system (including fixed and wireless mobile) that is in direct competition with the Parent or the Companyinternet) of video entertainment, or (y) the exploitation of video entertainment through retail sales establishments, theatres or the internet. For the avoidance of doubt, the foregoing is not intended to prohibit the Executive from working for or engaging in activities on behalf of a business primarily engaged in the production, distribution and exploitation of video entertainment in the form of motion pictures intended primarily for theatrical release or computer-based gaming, such as Lions Gate Entertainment, Paramount Pictures and Electronic Arts (as those businesses are currently constituted and operated).

Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ Company’s legitimate business interests including protection of the “Confidential Information Information” (as defined in Section 6.3(asubparagraph 11(c)) of any the Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI Paragraph 11 would necessarily involve the use of Confidential Information), during the “Restricted Period Period” (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (ai) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any the Company Entity (or a Company Entity) or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any the Company (or a Company Entity), provided the prohibition in this clause (i) shall not apply to the Executive’s Executive Assistant. This includes, without limitationbut is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any the Company (or a Company Entity); or(xor (ii) (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) during the Term of Employment Period to discontinue such person’s or entity’s business relationship with the Company (or a Company Entity); or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) from becoming a customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity), including, without limitation, making any negative statements or communications about the Company (or a Company Entity) or their respective shareholders, directors, officers, employees or agents; provided that the restrictions of this clause (ii) shall apply only to customers, producers, advertisers, distributors or suppliers of the Company with which the Executive had personal contact, or for whom the Executive had some responsibility in the performance of the Executive’s duties for the Company, during the Term of Employment; or (biii) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any entity business that directly competes with the Company for viewers, advertisers, distributors, producers, actors or through subsidiaries the like in which it has a controlling interest operates a (x) the production, post-production assembly, or distribution/delivery by electronic means (including, but not limited to, broadcast, cable, satellite, telecommunications or broadband communications system (including fixed and wireless mobile) that is in direct competition with the Parent or the Companyinternet) of video entertainment, or (y) the exploitation of video entertainment through retail sales establishments, theatres or the internet. For the avoidance of doubt, the foregoing is not intended to prohibit the Executive from working for or engaging in activities on behalf of a business primarily engaged in the production, distribution and exploitation of video entertainment in the form of motion pictures intended primarily for theatrical release or computer-based gaming, such as Lions Gate Entertainment, Paramount Pictures and Electronic Arts (as those businesses are currently constituted and operated).

Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ Company’s legitimate business interests including protection of the Confidential Information of the Company (as defined in Section 6.3(a)) of any Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI Paragraph 11 would necessarily involve the use of Confidential Information), during the Restricted Period (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (ai) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any the Company Entity (or a Company Entity) or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any the Company (or a Company Entity), provided the prohibition in this clause (i) shall not apply to the Executive’s Executive Assistant. This includes, without limitationbut is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any the Company (or a Company Entity); or(xor (ii) (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) during the Term of Employment Period to discontinue such person’s or entity’s business relationship with the Company (or a Company Entity); or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any the Company Entity (or a Company Entity) from becoming a customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity), including, without limitation, making any negative statements or communications about the Company (or a Company Entity) or their respective shareholders, directors, officers, employees or agents; provided that the restrictions of this clause (ii) shall apply only to customers, producers, advertisers, distributors or suppliers of the Company with which Executive had personal contact, or for whom Executive had some responsibility in the performance of Executive’s duties for the Company, during the Term of Employment; or (biii) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreementclause (iii), a “Competitive Business” shall be any entity business that directly competes with the Company for viewers, advertisers, distributors, producers, actors or through subsidiaries the like in which it has a controlling interest operates a (x) the production, post-production assembly, or distribution/delivery by electronic means (including, but not limited to, broadcast, cable, satellite, telecommunications or broadband communications system the internet) of video entertainment, or (including fixed y) the exploitation of video entertainment through retail sales establishments, theatres or the internet. For the avoidance of doubt, the foregoing is not intended to prohibit the Executive from working for or engaging in activities on behalf of a business primarily engaged in the production, distribution and wireless mobileexploitation of video entertainment in the form of motion pictures intended primarily for theatrical release or computer-based gaming, such as Lions Gate Entertainment, Paramount Pictures and Electronic Arts (as those businesses are currently constituted and operated). (iv) provided that is in direct competition if the Executive’s employment with the Parent Company has been terminated by the Company for reasons of Disability or without Cause, or if the Executive has terminated his employment for Good Reason, or if in the fifth year of the Term of Employment either Party has given the requisite notice it or he does not want to renew the Term of Employment beyond the fifth anniversary date of the Effective Date, then the definition of “Competitive Business” shall be as follows: any business that directly competes with the Company for viewers, advertisers, distributors, producers, actors or the like in the post-production, assembly and/or distribution/delivery by electronic means (including, but not limited to, broadcast, cable, satellite and internet) of branded, non-fiction video entertainment. For the purpose of clarification, such a Competitive Business would (x) include, but would not be limited to, National Geographic Channel International, Arts & Entertainment Television Networks, BBC and the Scripps Networks (as those businesses are currently constituted and operated), and (y) exclude, but would not be limited to, Sci-Fi, the USA Network and Lifetime Entertainment Services (as those businesses are currently constituted and operated). For the avoidance of doubt, the Executive shall not be prohibited from working for or engaging in activities on behalf of a business entity that does not constitute a Competitive Business under this clause (iv) merely by virtue of the fact that such business entity is affiliated with a business entity that does constitute a Competitive Business, provided that the Executive is not working for or engaging in any activity on behalf of such Competitive Business and, unless the Competitive Business is less than five percent (5%) of the business entity’s overall business (measured in terms of gross revenue, operating income and cash flow), the Executive does not have responsibility for such Competitive Business. Furthermore, this clause (iv) shall not restrict the Executive from providing services to any television broadcast service, the video and audio portions of which are intelligibly receivable without charge by means of standard roof-top or television set built-in antennae, even if such service is also carried via cable, satellite or internet, provided that less than fifty percent (50%) of the broadcaster’s programming for such service is non-fiction content similar to that distributed by the Company.

Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ ' legitimate business interests including protection of the Confidential Information (as defined in Section 6.3(a)) of any Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI would necessarily involve the use of Confidential Information), during the Restricted Period (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (a) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any Company Entity or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any Company Entity. This includes, without limitation, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any Company Entity; or(x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any Company Entity during the Employment Period to discontinue such person’s 's or entity’s 's business relationship with the Company Entity; or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any Company Entity from becoming a customer, producer, advertiser, distributor or supplier of the Company Entity; or (b) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “"Competitive Business” " shall be any entity that directly or through subsidiaries in which it has a controlling interest operates a cable, satellite, telecommunications or broadband communications system (including fixed and wireless mobile) that is in direct competition with the Parent or the Company.