Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. For a period of two (2) years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For a period of Until two (2) years after termination of Executive's employment hereunder, Executive receives Change will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, Executive or consultant of Control Benefits pursuant any other business organization, in any business activities which (A) relate to the terms acquisition, consolidation or management of this Agreementsurgical or physician practices (the "Designated Industry") and (B) were either conducted by the Company prior to Executive's termination or proposed to be conducted by the Company at the time of such termination, Executive shall not (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, executive, employee or consultant of the Company to leave the service his employ for employment by or with any competitor of the Company or own in the Designated Industry. The parties acknowledge that Executive's noncompetition and nonsolicitation obligations hereunder will not preclude Executive from owning less than 5% of the common stock of any interest publicly traded corporation conducting business activities in any Self-Storage Property (other than any permissible interest acquired while the Designated Industry. Executive was employed will continue to be bound by the Company) provisions of this Section 9 until their expiration and will not be entitled to any additional compensation from the Company with respect thereto. If Executive's termination is a result of a Change of Control as partnerdefined in Section 6 herein, shareholder or otherwise; or directly or indirectly, for his own account or for the account provisions of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Businessthis Section 9 will expire immediately upon such termination. The nonsolicitation provision provisions of Section 9 shall apply remain in effect only during such time as the Executive is entitled to any Company employee receive severance pay from the Company, as defined in Section 6 herein, and only during such time as the period of Executive actually receives such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with severance pay from the Company. The Executive agrees that damages If at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such covenantarea, duration and scope of activity as will be determined to be reasonable and enforceable by the Company, its successors court or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court other body having jurisdiction over the person matter; and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges agrees that this Agreement has Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained included herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For a period of two (2) years after -------------------------------- Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For a period of two (2) years after ------------------------------- Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For By signing this employment offer letter, you are acknowledging that the nature of the Company's business is such that if you were to become employed by, or substantially involved in, the business of a period competitor of two (2) years after Executive receives Change the Company during the 12 months following the termination of Control Benefits pursuant your employment with the Company, it would be very difficult for you not to rely on or use the terms of this Agreement, Executive Company's trade secrets and confidential information. You agree that you shall not solicit directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participation in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer of the Company during the 12 months following the termination of your employment with the Company. Furthermore, you also agree that during the 12 months following the termination of your employment with the Company for any reason, you shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company or cause an employee to leave his or her employment either for you or for any other entity or person. In addition, you represent that you are familiar with the service foregoing covenants not to compete and not to solicit and are fully aware of your obligations hereunder, including, without limitation, the reasonableness of the Company length of time, scope and geographic coverage of these covenants. You also agree that it would be impossible or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by inadequate to measure and calculate the Company) as partner's damages from any breach of the covenants with respect to your agreements not to compete and not to solicit. Accordingly, shareholder or otherwise; or directly or indirectlyyou agree that if you breach such covenants, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Companywill have available, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award other right or remedy otherwise available, the right to obtain an injunction from a court of damagescompetent jurisdiction restraining such breach or threatened breach and to specific performance of any such provisions, compensatoryand you further agree that no bond or other security shall be required in obtaining such equitable relief, exemplary or otherwise, payable by reason nor will proof of actual damages be required for such equitable relief. You also expressly consent to the issuance of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, injunction and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making ordering of such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timespecific performance.