Common use of Obligation Not to Compete Clause in Contracts

Obligation Not to Compete. Employee acknowledges the highly confidential nature of information regarding the Company's businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the one (1) year period following his termination of employment with the Company pursuant to Section 6.1 (b) or (d) (the "Restricted Period"), Employee shall not engage in, assist others in engaging in or provide services to any organization, proprietorship or entity that engages in or proposes to engage in any business in which the Company or its affiliates is actively engaged or is actively considering engagement at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Hearst Inc. or any woman's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ("Competitive Business"); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (d) only, the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx Networks. Employee also agrees that, during the Restricted Period, he shall not in any manner directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliates. Each of the following activities shall, without limitation, be deemed to violate the provisions of this Section 5: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, however, that (i) Employee and/or his affiliates shall retain the right to invest in or have an interest in entities provided that said interest does not exceed five percent (5%) of the voting control of said entity and (ii) the Company and Employee acknowledge that the Employee and/or his affiliates currently have investments in, consultancies with and/or serve on the Board of Directors of (and may retain such positions), the entities listed on Exhibit B attached hereto.

Obligation Not to Compete. Employee acknowledges the highly confidential nature of information regarding the Company's businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the one (1) year period following his termination of employment with the Company pursuant to Section 6.1 (b) or (d) (the "Restricted Period"), Employee shall not engage in, assist others in engaging in or provide services to any organization, proprietorship or entity that engages in or proposes to engage in any business in which the Company or its affiliates is actively engaged or is actively considering engagement at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Inc., The Hearst Inc. Corporation, WE Entertainment Television or any womanwomen's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ("Competitive Business"); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (dc) only, the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx NetworksThe Hearst Corporation. Employee also agrees that, during the Restricted Period, he shall not in any manner manner, directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliates. Each of the following activities shall, without limitation, be deemed to violate the provisions of this Section 5: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, however, that (i) Employee and/or his affiliates shall retain the right to invest in or have an interest in entities provided that said interest does not exceed five percent (5%) of the voting control of said entity and (ii) the Company and Employee acknowledge that the Employee and/or his affiliates currently have investments in, consultancies with and/or serve on the Board of Directors of (and may retain such positions), the entities listed on Exhibit B attached hereto.

Obligation Not to Compete. Employee acknowledges the highly confidential nature of information regarding the Company's businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee Executive hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the for a period of one (1) year period following his termination the earlier of employment with (i) the Company pursuant to Section 6.1 fifth (b5th) anniversary of the Effective Date or (dii) the date Executive's employment is terminated as set forth in Section 7 hereunder (the "Restricted PeriodRESTRICTED PERIOD"), Employee Executive shall not engage in, assist others in engaging in or provide services to any organization, proprietorship business that is competitive with any present business of Company or entity that Parent known to Executive in any geographic area where Company or Parent engages in such business or proposes to engage in any business in which the Company maintains sales or its affiliates is actively engaged service representatives or is actively considering engagement employees at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Hearst Inc. or any woman's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ("Competitive Business"); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (d) only, the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx Networks. Employee also agrees that, during the Restricted Period, he shall not in any manner directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliatesExecutive separates from Company. Each of the following activities shall, without limitation, be deemed to violate constitute engaging in business within the provisions meaning of this Section 53: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part party thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, howeverPROVIDED HOWEVER, that (i) Employee and/or his affiliates Executive shall retain the right to invest in or have an interest in entities provided that said securities traded on any national stock exchange or recognized over-the-counter market, if such interest does not exceed five two percent (52%) of the voting control of said such entity if an equity interest and (ii) in any case any traded debt. In addition, Executive may make passive investments in privately held entities that are determined by Company Board or Parent CEO not to be competitors of Company or Parent. Executive also agrees that he shall not in any manner attempt to induce or assist others to attempt to induce any customer or client of Company or Parent to terminate association with Company or Parent, nor do anything directly or indirectly to interfere with the relationship between Company or Parent and Employee acknowledge any such persons or concerns through the Restricted Period. Executive is privy to trade secrets and confidential proprietary information of Company, and hereby agrees that the Employee and/or his affiliates currently have investments inthis clause is necessary to protect that information from willful or inevitable disclosure, consultancies with and/or serve on the Board of Directors of (and may retain such positions), the entities listed on Exhibit B attached heretoamong other reasons.

Obligation Not to Compete. Employee acknowledges the highly confidential nature of information regarding the Company's ’s businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the one (1) year period following his termination of employment with the Company pursuant to Section 6.1 (b) or (d) (the "“Restricted Period"”), Employee shall not engage in, assist others in engaging in or provide services to any organization, proprietorship or entity that engages in or proposes to engage in any business in which the Company or its affiliates is actively engaged or is actively considering engagement at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Hearst Inc. or any woman's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ’s employment ("“Competitive Business"”); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (d) only, the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx Networks. Employee also agrees that, during the Restricted Period, he shall not in any manner directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliates. Each of the following activities shall, without limitation, be deemed to violate the provisions of this Section 5: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's ’s name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, however, that (i) Employee and/or his affiliates shall retain the right to invest in or have an interest in entities provided that said interest does not exceed five percent (5%) of the voting control of said entity and (ii) the Company and Employee acknowledge that the Employee and/or his affiliates currently have investments in, consultancies with and/or serve on the Board of Directors of (and may retain such positions), the entities listed on Exhibit B attached hereto.