Common use of Noncompetition Provisions Clause in Contracts

Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's contacts and relationships with its customers, the Company's reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one (1) year period of time following the termination of such employment, regardless of the manner or cause of such termination, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "Protected Zones"), relating to the Protected Businesses (as defined below): a. engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof (the "Protected Businesses") in the Protected Zones; b. have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner of an entity in which Executive owns less than 5% of the economic interests), officer, directly, executive, principal, agent or consultant; c. solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones; d. solicit any of the employees or independent contractors of the Company or its subsidiaries or induce any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Company; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive (such as, for example, an executive assistant who Executive may wish to continue to work with); or e. serve as an officer or director of, or hold an equity interest in, any entity engaged in any of the Protected Businesses in the Protected Zones. For purposes of this Section 7, customers of the Company or its subsidiaries shall include those customers to whom the Company or its subsidiaries were providing products or services at the termination of Executive's employment, or had proposals outstanding for the provision of services, at the time of such termination.

Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's ’s contacts and relationships with its customers, the Company's ’s reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's ’s rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one twelve (112) year month period of time following the termination of such employment, regardless of the manner or cause of such terminationemployment by either party for any reason, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "“Protected Zones"”), relating to the Protected Businesses (as defined below): a. (a) engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof of termination with the Company (the "“Protected Businesses"”) in the Protected Zones; b. (b) have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner of an entity in which Executive owns less than 5% of the economic interests), officer, directlydirector, executive, principal, agent or consultant; c. (c) directly or indirectly (for himself or in conjunction with any other person or business entity or organization) solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones; d. (d) directly or indirectly solicit or attempt to solicit, employ or retain (or have or cause any other person or business entity or organization to solicit, employ or retain) any of the employees or independent contractors of the Company or its subsidiaries (or any individual who was an employee or independent contractor of the Company or its subsidiaries within the twelve (12)-month period prior to Executive’s termination of employment with the Company) or induce (or have or cause any other person or business entity or organization to induce) any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Companyentities; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive and/or (such as, for example, an executive assistant who Executive may wish to continue to work with); or e. e) serve as an officer or director of, or hold an equity interest in, of any entity engaged in any of the Protected Businesses in the Protected Zones. For purposes of this Section 7, customers of the Company or its subsidiaries shall include those customers to whom the Company or its any subsidiaries were providing provided products or services at the time of or within twelve (12) months prior to the termination of Executive's ’s employment, or prospective customers from whom the Company or any subsidiary had proposals outstanding for the provision of services, services at the time of such terminationor within twelve (12) months prior to Executive’s termination of employment or from whom the Company or any subsidiary had a reasonable expectation of receiving business in the twelve (12) month period following Executive’s termination of employment.

Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's ’s contacts and relationships with its customers, the Company's ’s reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's ’s rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one twelve (112) year month period of time following the termination of such employment, regardless of the manner or cause of such terminationemployment by either party for any reason, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "“Protected Zones"”), relating to the Protected Businesses (as defined below): a. engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof (the "“Protected Businesses"”) in the Protected Zones; b. have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner of an entity in which Executive owns less than 5% of the economic interests), officer, directly, executive, principal, agent or consultant; c. solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones; d. solicit any of the employees or independent contractors of the Company or its subsidiaries or induce any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Companyentities; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive (such as, for example, an executive assistant who Executive may wish to continue to work with); orand/or e. serve as an officer or director of, or hold an equity interest in, of any entity engaged in any of the Protected Businesses in the Protected Zones. For purposes of this Section 7, customers of the Company or its subsidiaries shall include those customers to whom the Company or its subsidiaries were providing products or services at the termination of Executive's ’s employment, or had proposals outstanding for the provision of services, at the time of such termination.

Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's contacts and relationships with its customers, the Company's reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one (1) year period of time following the termination of such employment, regardless of the manner or cause of such termination, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "Protected Zones"), relating to the Protected Businesses (as defined below): a. engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof (the "Protected Businesses") in the Protected Zones; b. have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner a shareholder of an entity a publicly-owned corporation in which Executive owns less than 51% of the economic interestsoutstanding shares of such corporation), officer, directly, executive, principal, agent or consultant; c. solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones; d. solicit any of the employees or independent contractors of the Company or its subsidiaries or induce any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Company; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive (such as, for example, an executive assistant who Executive may wish to continue to work with); or e. serve as an officer or director of, or hold an equity interest in, any entity engaged in any of the Protected Businesses in the Protected Zones. For purposes of this Section 78, customers of the Company or its subsidiaries shall include those customers to whom the Company or its subsidiaries were was providing products or services at the termination of Executive's employment, or had proposals outstanding for the provision of services, at the time of such termination.

Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's ’s contacts and relationships with its customers, the Company's ’s reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's ’s rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one twelve (112) year month period of time following the termination of such employment, regardless of the manner or cause of such terminationemployment by either party for any reason, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "“Protected Zones"”), relating to the Protected Businesses (as defined below): a. (a) engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof of termination with the Company in any role in which he performs the same or similar services that he performed for the Company, including but not limited to any material management functions within that organization (the "“Protected Businesses"”) in the Protected Zones; b. (b) have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner of an entity in which Executive owns less than 5% of the economic interests), officer, directlydirector, executive, principal, agent or consultant; c. (c) for himself or in conjunction with any other person or business entity or organization, solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones; d. (d) solicit or attempt to solicit, employ or retain (or have or cause any other person or business entity or organization to solicit, employ or retain) any of the employees or independent contractors of the Company or its subsidiaries (or any individual who was an employee or independent contractor of the Company or its subsidiaries within the twelve (12)-month period prior to Executive’s termination of employment with the Company) or induce (or have or cause any other person or business entity or organization to induce) any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Companyentities; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive and/or (such as, for example, an executive assistant who Executive may wish to continue to work with); or e. e) serve as an employee, consultant, contractor, officer or director of, or hold an equity interest in, of any entity engaged in any of the Protected Businesses in the Protected Zones, in any role in which he performs the same or similar services that he performed for the Company, including but not limited to any material management functions within that organization. For purposes of this Section 7, customers of the Company or its subsidiaries shall include those customers to whom the Company or its any subsidiaries were providing provided products or services at the time of or within twelve (12) months prior to the termination of Executive's ’s employment, or had proposals outstanding for the provision of services, at the time of such termination.