Common use of Noncompetition Covenants Clause in Contracts

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within the Territory, as defined in Paragraph 1(a); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's ’s employment with Company and for one year three months following the termination of Employee's ’s employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below.: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant consultant, advisor or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting personal security device industry or disposing of municipal special waste, and recycling waste, in each case the car wash services industry within the United States (the “Territory, as defined in Paragraph 1(a”); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territoryaffiliates, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, entity which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company within the Territoryor its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding For the abovepurposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the capital stock parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a competing businessdefense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the stock agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is traded on a national securities exchange or over-the-counterpending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Noncompetition Covenants. Each Stockholder agrees that, during the period commencing on the Closing Date and ending on the three (a3) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless anniversary of the reason for Closing Date (as to such Stockholder, (the termination) “Restrictive Period”)), except with the Employee Purchaser’s prior written consent, such Stockholder shall not, directly or indirectly, without the prior express written consent of Companyin any capacity, do at any of the things set forth in item (i) through (v) below.location worldwide: (ia) engagesolicit any Person who, as an officerwas, directoris or during such period becomes a customer, shareholderprospective customer, owneracquisition target, partnersupplier, joint ventureremployee, agentsalesman, agent or representative of, or a consultant to, the Company or Purchaser in connection with the Restricted Business, in any manner that interferes with such Person’s relationship with the Company or Purchaser in connection with the Restricted Business, or in an effort to obtain any such Person as a managerial capacitycustomer, whether as an CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. acquisition target, employee, independent contractorsupplier, consultant salesman, agent or advisorrepresentative of, or as a sales representativeconsultant to, in any other Person that conducts a business competitive with the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing Restricted Business (Company will reasonably respond to any inquiry from a Stockholder whether a Person meets the requirements of municipal special waste, and recycling waste, in each case within the Territory, as defined in Paragraph 1(athis Section 5.3(a)); (iib) call upon market or sell, in any person who is, at the time manner other than in furtherance of the contact, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity business and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contact, a customer interests of the Company or its affiliates within the TerritoryPurchaser, for the purpose of soliciting any Software, technology, products or selling services that is competitive with any proprietary Software, technology, products or services of the services which are the services offered by the Company within the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether Purchaser in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoenaRestricted Business; or (vc) promoteestablish, own, manage, operate, finance or control, or assistparticipate in the establishment, financially ownership, management, operation, financing or otherwisecontrol of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any personPerson that, firmto the Stockholder’s knowledge, partnership, corporation conducts a business competitive with all or other entity whatsoever to do any part of the aboveRestricted Business. Notwithstanding the above, the foregoing covenant This subsection (c) shall not be deemed to prohibit Employee restrict a Stockholder from acquiring as an investment not more owning less than ten five percent (5%) of the capital outstanding stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counterany publicly held company.

Noncompetition Covenants. (a) Employee agrees During the Term: (i) Except with respect to the Permitted Activities, neither the YTB Parties nor their Affiliates will will, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in the travel industry or any other business whose products or activities compete in whole or in part with the business in which the Assets were used prior to the Closing or may be used thereafter, anywhere in the world, provided, however, that the noncompetition covenants contained YTB Parties and their Affiliates may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. Seller and Restricted Party agree that this Paragraph 4 covenant is reasonable with respect to its duration, geographical area and scope. (ii) The YTB Parties and their Affiliates agree not to, directly or indirectly, (A) induce or attempt to induce any employee of Seller who becomes an employee of Purchaser in connection with the purchase of the Assets to leave the employ of Purchaser; (B) in any way interfere with the relationship between Purchaser and any such employee of Purchaser; (C) employ or otherwise engage as an employee, independent contractor or otherwise any such employee of Purchaser; or (D) induce or attempt to induce any customer, supplier, licensee or other Person to cease doing business with Purchaser or in any way interfere with the relationship between any such customer, supplier, licensee or other business entity and the Purchaser. (iii) The Noncompetition convenants in Section 7.2(a)(i-ii) shall not apply to Travel Related Services that the YTB Parties are a material required to provide under this Agreement, including but not limited to ▇▇▇▇ required under Sections 7.4, 7.5 and substantial part 7.6 of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination Nneither Purchaser nor any of Employee's employment its Affiliates will provide Travel Related Services to any Network Marketing Competitor. (regardless c) Each of the reason for Parties hereby acknowledges the terminationbroad territorial scope of the covenants contained in Section 7.2(a) with respect to it, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the Employee shall notnarrow range of activities prohibited and (ii) the national and international markets in which the Parties operate their respective businesses and in which their respective products and services are sold. (d) Each of the Parties acknowledges that the foregoing restrictions are reasonable with respect to it and agrees that in the event of any breach thereof the harm to the other Party and its business would be irreparable and without adequate remedy at law and therefore that injunctive relief with respect thereto will be appropriate. In the event that a court of competent jurisdiction determines, directly in an action brought by or indirectlyon behalf of a Party hereto, without the prior express written consent of Company, do that any of the things foregoing provisions are unenforceable as stated, the Parties intend that such restrictions be modified to permit the maximum enforceable restriction on the activities set forth in item (i) through (v) belowSection 7.2(a). (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within the Territory, as defined in Paragraph 1(a); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.

Noncompetition Covenants. Newco acknowledges that (ai) Employee agrees that it, on its own and through the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following its Subsidiaries and their respective officers, employees and other representatives, has specialized knowledge and experience in the termination operation of Employee's employment television and radio broadcasting stations and non-shopper newspaper publishing businesses (regardless the "Restricted Business"), (ii) its reputation and contacts within the Restricted Business and those of the reason Company and its Subsidiaries are considered of great value to Parent and the Company, and (iii) if such knowledge, experience, reputation or contacts were used to compete with Parent and the 40 Surviving Corporation, serious harm to Parent and the Surviving Corporation could result. Thus, Newco agrees that, for a period of five (5) years after the termination) the Employee shall notClosing Date, neither it nor any of its Subsidiaries shall, directly or indirectly, without on its own behalf or in the prior express written consent service or on behalf of Company, do any of the things set forth in item (i) through (v) below.others: (i1) engage, actively solicit for employment (including as an officerindependent contractor but excluding general solicitations of employment), director, shareholder, owner, partner, joint venturer, agent, interfere with or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within the Territory, as defined in Paragraph 1(a); (ii) call upon endeavor to entice away any person who isat any time on or after May ___, at the time of the contact1997, was an officer or employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by its Subsidiaries engaged on behalf of the Company within in the TerritoryTV/Newspaper Business and whom the Parent or the Surviving Corporation employs effective upon the Closing; (iv2) disclose own, manage, operate, finance, join, control, participate or assist in the identity of ownership, management, operation, financing or control of, or be connected as a stockholder, partner, principal, agent, representative, consultant or otherwise with, any business or enterprise engaged in the customers of Company or its affiliates, whether Restricted Business in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by Restricted Area (a governmental agency, Court Order or subpoena"Restricted Party"); or (v3) promoteuse or permit the Company's or Newco's name to be used in connection with any business or enterprise engaged in the Restricted Business in the Restricted Area; provided, or assisthowever, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any that the provisions of the above. Notwithstanding the above, the foregoing covenant this Section 1.1 shall not be deemed construed to prohibit Employee from acquiring (i) the ownership by Newco or any Subsidiary of Newco, as an investment a passive investor, of not more than ten percent 5% of any class of securities registered pursuant to the capital stock Exchange Act of any corporation which is engaged in the Restricted Business, or passive investments in partnerships or joint ventures representing not more than 5% of any class of any equity interests therein or (ii) Newco or its Subsidiaries from having a competing Restricted Party as an investor in any business, other than a Restricted Business, in which Newco or its Subsidiaries own an interest. For purposes hereof, the stock of which is traded on a national securities exchange or over-the-counterterm "Restricted Area" means the geographic areas served by the TV/Newspaper Business at the date hereof.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 3 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within seventy-five (75) miles of any Company business operation (the "Territory, as defined in Paragraph 1(a"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if capacity, for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company or Company's affiliates; (v) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten two percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within seventy- five (75) miles of any Company business operation (the "Territory, as defined in Paragraph 1(a"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if capacity, for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company or Company's affiliates; (v) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten two percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year three months following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below.: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant consultant, advisor or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within fifty miles of the Territory, as defined in Paragraph 1(aany of the Company's operating businesses ("▇▇▇ ▇▇▇▇▇▇▇▇▇"); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territoryaffiliates, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, entity which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territoryor its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.;

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's ’s employment with Company and for one year following the termination of Employee's ’s employment (regardless of the reason for the termination) ), the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below.below : (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant consultant, advisor or advisor, or as a sales representative, in the waste disposal industryBusiness within the United States of America (the “”Territory”), includingor promote or assist, without limitationfinancially or otherwise, waste haulingany person, waste disposalfirm, land fillingpartnership, handling demolition waste, handling special waste, collecting corporation or disposing of municipal special waste, and recycling waste, other entity that engages in each case the Business within the Territory, as defined in Paragraph 1(a); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territoryaffiliates, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, entity which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company within the Territoryor its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, promote or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the things set forth in items (i) through (iv) above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. Notwithstanding the 4(b)(i) above, the foregoing covenant shall not be deemed Employee is allowed to prohibit Employee from acquiring as an acquire and own for investment not more than ten five percent (5%) of the capital stock of a competing business, the stock of which is traded on a national securities exchange exchange, electronic quotation system or over-the-counter. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) If Employee is employed as Chief Executive Officer of the Company through the end of the initial three year Term of this Agreement, and within sixty days after the end of the initial three year Term, the Employee is then discharged by the Company or Employee resigns as Chief Executive Officer of the Company, the Company shall pay Employee, in exchange for the obligation not to compete as set forth in this Paragraph 4, the sum of Three Hundred Seventy Five Thousand Dollars ($375,000), payable in twelve equal monthly installments. The twelve installment shall be payable on or before the last day of each month, commencing with the month of discharge or resignation. (e) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (f) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, territorial restriction or time restriction set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (g) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Noncompetition Covenants. (a) Employee agrees that During the noncompetition covenants contained in this Paragraph 4 are a material period beginning on the Closing Date and substantial part of this Agreement. ending on the third (b3rd) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless anniversary of the reason for Closing Date, except with WidePoint’s prior written consent, none of the termination) the Employee Major Shareholders shall, and AGS shall not, directly or indirectly, without in any capacity, at any location in the prior express written consent United States of CompanyAmerica, do any of throughout which jurisdiction AGS and the things set forth in item (i) through (v) below.Major Shareholders hereby acknowledge that the AGS Business currently operates: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agentSolicit, or in a managerial capacity, whether participate as an employee, independent contractoragent, consultant consultant, owner, lender, securityholder, director, manager, partner, member or advisorin any other individual or representative capacity in any business which solicits business from any Person that is or was a supplier or customer of the AGS Business or any portion thereof during the three-year period preceding the date of such solicitation, or as a sales representativefrom any successor in interest to any such Person, in any case for the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting purpose of securing business or disposing of municipal special waste, and recycling waste, in each case within contracts related to the Territory, as defined in Paragraph 1(a);AGS Business or any portion thereof or which otherwise relate to a Competing Business. (ii) call upon Establish, own, manage, operate, finance or control, or participate in the establishment, ownership, management, operation, financing or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person who isPerson that conducts a Competing Business; provided, at the time however, that nothing herein shall prevent AGS or any Major Shareholder from being a passive owner of not more than 1% of the contact, an employee outstanding capital stock of Company or its affiliates within the Territory, if the employee serves the Company any class of a corporation which is engaged in a managerial capacity Competing Business and if which is publicly traded, so long as neither AGS nor such Major Shareholder has any participation in the purpose and intent business of the contact is to entice such employee away from or out of the employ of Company or its affiliates;corporation. (iii) call upon Disparage, denigrate or belittle in any person manner reasonably likely to be seen, overheard or entitycommunicated to any party outside of WidePoint any Intellectual Property, which istechnology, at the time products or services of the contact, a customer of the Company Acquisition or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory;its subsidiaries no matter when or how acquired. (iv) disclose Knowingly solicit or encourage or attempt to influence, or cause any third party to encourage or attempt to influence, any employee to leave the identity employment of the customers of Company Acquisition or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; orWidePoint. (v) promoteEmploy or otherwise retain the services of any Person who was employed or retained by AGS or any subsidiary, affiliate or assistpredecessor of AGS to perform services for AGS or such subsidiary, financially affiliate or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of predecessor during the above. Notwithstanding eighteen (18) month period immediately preceding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counterClosing Date.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below.: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant consultant, advisor or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within fifty miles of the Territoryany of the Company's operating businesses ("▇▇▇ ▇▇▇▇▇▇▇▇▇"), as defined in Paragraph 1(a)except for the Permitted Businesses; (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territoryaffiliates, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; ; (iii) call upon any person or entity, entity which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding , except for the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counterPermitted Businesses.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 3 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company and for one year following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly, or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant consultant, or advisor, or as a sales representative, in the liquid waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing within seventy-five (75) miles of municipal special waste, and recycling waste, in each case within any Company business operation at the date of Employee's termination (the "Territory, as defined in Paragraph 1(a"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if capacity, for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company's or Company's affiliates; (v) disclose the identity of the customers of Company or its affiliates, whether in existence or proposedproposed , to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten two percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee's employment with Company while Employee is serving as President and for one year following the termination of Employee's employment (regardless of the reason for the termination) Chief Executive Officer, the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within fifty (50) miles of any Company business operation (the "Territory, as defined in Paragraph 1(a"); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the services which are the services offered by the Company within the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than ten twenty-five percent of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter.