Common use of Non-Solicitation of Restricted Customers Clause in Contracts

Non-Solicitation of Restricted Customers. During the Restricted Period, the Executive shall not, directly or indirectly, for the purpose of providing products or services competitive with those conducted, authorized, offered or provided by the Employer, solicit, market, service, contact, sell to or attempt to sell to any Restricted Customer. (a) For purposes of this Section 6.4, a “Restricted Customer” is any person or entity: (1) to whom the Executive sold products or services on behalf of the Company at any time during the Term, including sales performed while the Executive was in training; or (2) to whom the Employer sold products or services and with whom the Executive had contact on behalf of the Employer in connection with such sale at any time during the Term; or (3) to whom the Employer sold products or services at any time during the Term and which sale was made through any employee of the Employer whom the Executive directly or indirectly managed or supervised (at any level of management or supervision); or (4) with regard to whom, at any time during the Term, the Executive (or any employee of the Employer whom the Executive directly or indirectly managed or supervised, at any level of management or supervision): (i) participated in the preparation of a written sales proposal or bid containing Confidential Information to such person or entity on behalf of the Employer; (ii) participated in the setting of prices, margins, or credit terms for such person or entity on behalf of the Employer; or (iii) used or received or created or reviewed any Confidential Information relating to such person or entity on behalf of the Employer; or (5) who is, or functions as, a food broker or contract management company or group purchasing organization or otherwise represents one or more customers or negotiates on their behalf, and to whom or through whom Executive or any employee of the Employer whom the Executive directly or indirectly managed or supervised (at any level of management or supervision) sold products or services on behalf of the Employer at any time during the Term. (b) Examples of indirect “solicitation, marketing, servicing, contacting, selling to or attempting to sell to” that are prohibited by this Section 6.4 include but are not limited to, providing Confidential Information to a person or entity that is competitive with the Employer regarding a Restricted Customer; advising or encouraging a Restricted Customer to reduce or cease doing business with the Employer or to do business with a person or entity that provides products or services competitive with the Employer; switching or swapping sales, solicitation, or service responsibility for a Restricted Customer with an employee of a person or entity that is competitive with the Employer; participating in the supervision or management of any person or entity that is competitive with the Employer or an employee of such person or entity, regardless of other intervening levels of management or supervision, with regard to a Restricted Customer; participating in the setting of prices, credit terms or margins for a Restricted Customer; participating in developing and executing marketing and sales strategies and decisions affecting a Restricted Customer; and receiving any personal benefit (present or future) in the event a Restricted Customer should do any business with a person or entity that is competitive with the Employer.

Non-Solicitation of Restricted Customers. During (a) For the Restricted Periodone (1) year period following the termination of Employee’s employment with the Company, the Executive Employee shall not, directly or indirectly, (for Employee or any other Person, whether as an employee, owner, consultant, independent contractor, or in any other capacity) for the purpose of providing products or services competitive with those conducted, authorized, offered or provided by the EmployerCompany, solicit, market, service, contact, sell to or attempt to sell to any Restricted Customer. (a) For purposes of this Section 6.4, a “Restricted Customer” is any person or entity:Person(s): (1) to whom the Executive Employee sold products or services on behalf of the Company at any time during the TermPre-Termination Period, including sales performed while the Executive Employee was in trainingtraining or providing vacation or leave coverage for another Associate; or (2) to whom the Employer Company sold products or services and with whom the Executive Employee had contact on behalf of the Employer Company in connection with such sale at any time during the TermPre-Termination Period; or (3) to whom the Employer Company sold products or services at any time during the Term Pre-Termination Period and which sale was made through any employee of the Employer Associate whom the Executive Employee directly or indirectly managed or supervised (at any level of management or supervision); or (4) with regard to whom, at any time during the TermPre-Termination Period, the Executive Employee (or any employee of the Employer Associate whom the Executive Employee directly or indirectly managed or supervised, at any level of management or supervision): (i) participated in the preparation of a written sales proposal or bid containing Confidential Information to such person or entity Person on behalf of the EmployerCompany; (ii) participated in the setting of prices, margins, or credit terms for such person or entity Person(s) on behalf of the EmployerCompany; or (iii) used or received or created or reviewed any Confidential Information relating to such person or entity Person(s) on behalf of the EmployerCompany; or (5) who is, or functions as, a food broker or contract management company or group purchasing organization or otherwise represents one or more customers or negotiates on their behalf, and to whom or through whom Executive Employee or any employee of the Employer Associate whom the Executive Employee directly or indirectly managed or supervised (at any level of management or supervision) sold products or services on behalf of the Employer Company at any time during the TermPre-Termination Period. (b) Examples of indirect “solicitation, marketing, servicing, contacting, selling to or attempting to sell to” that are prohibited by this Section 6.4 include but are not limited to, providing Confidential Information to a person or entity that is competitive with the Employer regarding a Restricted Customer; advising or encouraging a Restricted Customer to reduce or cease doing business with the Employer or to do business with a person or entity that provides products or services competitive with the Employer; switching or swapping sales, solicitation, or service responsibility for a Restricted Customer with an employee of a person or entity that is competitive with the Employer; participating in the supervision or management of any person or entity that is competitive with the Employer or an employee of such person or entity, regardless of other intervening levels of management or supervision, with regard to a Restricted Customer; participating in the setting of prices, credit terms or margins for a Restricted Customer; participating in developing and executing marketing and sales strategies and decisions affecting a Restricted Customer; and receiving any personal benefit (present or future) in the event a Restricted Customer should do any business with a person or entity that is competitive with the Employer.