Common use of Noncompetition and Nonsolicitation Covenants Clause in Contracts

Noncompetition and Nonsolicitation Covenants. Executive acknowledges that (i) the services of the Executive are of special, unique and extraordinary value to the Company and the Related Corporations and (ii) the Company's and the Related Corporations' ability to accomplish their purposes and to successfully compete in the marketplace depend substantially on the skills and expertise of the Executive. Executive acknowledges and agrees that the Company and the Related Corporations would be irreparably damaged if Executive were to not devote substantially all of his business time and efforts to the business and affairs of the Company and the Related Corporations during the Contract Term or were to provide directly or indirectly services to any Person competing directly or indirectly with the Company or any of the Related Corporations or were to engage in a similar a business other than as specifically permitted by this Section 4.02. Accordingly, in further consideration of the compensation to be paid by the Company to the Executive and to induce Providence to enter into the Purchase Agreement, Executive agrees, that from and after the date hereof and during the applicable Non-Compete Period, Executive will not, singly, jointly, or as an employee, agent or partner of any partnership or as an officer, agent, employee, director, stockholder (except of not more than one percent (1%) of the outstanding stock of any company listed on a national securities exchange or actively traded in the over the counter market) or investor in any other Person, or as a consultant, advisor, or independent contractor to any such Person, or in any other capacity, directly, indirectly or beneficially, anywhere in the world: (i) own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or work for (as an employee, agent, consultant, advisor or independent contractor), or permit the use of his name by, or provide financial or other assistance to, or be connected in any manner with, any Person, which is in the international long distance telecommunications business or other business which is in direct or indirect competition with any business conducted by the Company or any of the Related Corporations on the date hereof or at any time during the applicable Non-Compete Period; (ii) induce or attempt to induce any individual who, on the date hereof or at any time during the applicable Non-Compete Period, is an employee of the Company or any of the Related Corporations, to terminate his or her employment with such company or employ any such person in any manner or capacity; or (iii) induce or attempt to induce any Person, which is a supplier, distributor, or customer of the Company or any of the Related Corporations or which otherwise is a contracting party with the Company or any of the Related Corporations, as of the date hereof or at any time during the applicable Non-Compete Period, to terminate or modify any written or oral agreement or understanding with the Company or any of the Related Corporations. Executive acknowledges and agrees that the limitations set forth in this Section 4.02 are reasonable with respect to scope, duration and area and are properly required for the protection of the legitimate business interests of the Company and the Related Corporations. The Company and Executive agree that the covenants set forth in this Section 4.02 shall be enforced to the fullest extent permitted by law. Accordingly, if in any arbitration, judicial or similar proceeding a court, an arbitration or any similar judicial or administrative body shall determine that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, or for any other reason, then the parties intend that such covenant shall be deemed to cover only such maximum geographical area and maximum period of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such arbitrator, court or similar body.

Noncompetition and Nonsolicitation Covenants. Executive acknowledges that (i) the services Each of the Executive are Sellers agrees that neither it, nor any of specialits Affiliates, unique and extraordinary value to the Company and the Related Corporations and for a period of five (ii5) the Company's and the Related Corporations' ability to accomplish their purposes and to successfully compete in the marketplace depend substantially years commencing on the skills and expertise of Closing Date, will, within the Executive. Executive acknowledges and agrees that the Company and the Related Corporations would be irreparably damaged if Executive were to not devote substantially all of his business time and efforts to the business and affairs of the Company and the Related Corporations during the Contract Term or were to provide Territory, either directly or indirectly services to any Person competing directly or indirectly with the Company or any of the Related Corporations or were to engage in a similar a business other than as specifically permitted by this Section 4.02. Accordinglyindirectly, in further consideration of the compensation to be paid by the Company to the Executive and to induce Providence to enter into the Purchase Agreement, Executive agrees, that from and after the date hereof and during the applicable Non-Compete Period, Executive will not, singly, jointly, or as an employee, agent or partner of any partnership or as an officer, agent, employee, director, stockholder (except of not more than one percent (1%) of the outstanding stock of any company listed on a national securities exchange or actively traded in the over the counter market) or investor in any other Person, or as a consultant, advisor, or independent contractor to any such Person, or in any other capacity, directly, indirectly or beneficially, anywhere in the world: (i) own, manage, operate, join, control, control or participate in the ownership, management, operation, operation or control of, any business, whether in corporate, proprietorship or work for (as an employeepartnership form or otherwise where such business is engaged in a business that is the same or substantially similar to the Business. As used herein, agent, consultant, advisor or independent contractor), or permit the use of his name by, or provide financial or other assistance to, or be connected in any manner with, any Person, which is in the international long distance telecommunications business or other business which is in direct or indirect competition with any business conducted by the Company or any term "Territory" means all of the Related Corporations on the date hereof or geographic areas where, at any time during the applicable Non-Compete Period; two (ii2) years immediately preceding the Closing Date, the Business was conducted. Each of the Sellers also agrees that neither it, nor any of its Affiliates, for a period of two (2) years commencing on the Closing Date, will, directly or indirectly, individually or in concert with any other person or business, whether in corporate, proprietorship or partnership form or otherwise recruit, induce or attempt to recruit or induce any individual who, on Hired Employee or any employee of Purchaser (or any of its subsidiaries) to leave the date hereof or at any time during the applicable Non-Compete Period, is an employee employ of the Company or any of the Related Corporations, to terminate his or her employment with such company or employ any such person in any manner or capacity; or Purchaser (iii) induce or attempt to induce any Person, which is a supplier, distributor, or customer of the Company or any of the Related Corporations its subsidiaries) or which otherwise is a contracting party violate any agreement with the Company or any of the Related Corporations, as of the date hereof or at any time during the applicable Non-Compete Period, to terminate or modify any written or oral agreement or understanding with the Company Purchaser (or any of the Related Corporationsits subsidiaries). Executive Purchaser hereby agrees and acknowledges and agrees that the limitations set forth following activities shall not constitute a violation of this Section 8.1: (a) a general solicitation of potential employees through, and hiring of Persons as a result of, the use of newspaper advertisements or other publicly available, general communications, (b) communication with, and recruitment and hiring of, Persons who were terminated by the Company, the Purchaser or an Affiliate thereof after the Closing Date, or (c) unsolicited communication with, recruitment of or the hiring of Persons who approach a Seller or an Affiliate thereof, without direct or indirect inducement by such Seller, prior to any communication by such Seller or any Affiliate with regard to employment. The Parties hereto specifically acknowledge and agree that the remedy at law for any breach of this covenant will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting a bond. The Parties further acknowledge and agree that (i) the foregoing covenants and agreements in this Section 4.02 8.1 are reasonable made and given in connection with respect to scope, duration and area and are properly required for the protection sale of the legitimate business interests all of SCT Financial's interest in the Company and the Related CorporationsSellers' interest in the Business; (ii) SCT Financial and the Sellers, through the Company, have transacted its Business in and throughout the Territory; and (iii) the remedy at law for any breach of the foregoing covenants will be inadequate. The Company and Executive agree In the event that the covenants set forth in provisions of this Section 4.02 shall 8.1 should ever be enforced deemed to the fullest extent permitted exceed a limitation provided by applicable law. Accordingly, if in any arbitration, judicial or similar proceeding a court, an arbitration or any similar judicial or administrative body shall determine that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, or for any other reason, then the parties intend Parties agree that such covenant provisions shall be deemed reformed to cover only such set forth the maximum geographical area and maximum period limitations permitted. The Parties further agree that, in the event Purchaser files a lawsuit to enforce its rights under the provisions of time and shall otherwise be deemed to be limited in such manner as will permit enforceability by such arbitratorSection 8.1 hereof, the court or similar bodyarbitrator shall award reasonable attorney's fees and costs to the prevailing party.