Common use of Other Activities; Affiliates; Non-Compete Clause in Contracts

Other Activities; Affiliates; Non-Compete. (a) The Company and the Non-Managing Member expressly acknowledge and agree that Managing Member and Affiliates of Managing Member and other Persons related to Managing Member and Affiliates of Managing Member (collectively the “Managing Member Related Persons”) have direct and/or indirect interests in investing in, owning, operating, transferring, managing, leasing and otherwise using, real property and interests therein for profit, and engaging in any and all activities related or incidental thereto and/or that such Managing Member Related Persons will make other investments consistent with such interests. Except to the extent expressly provided herein or in other agreements among one or more of the parties hereto: (i) neither the Company nor the Non-Managing Member shall have any right by virtue of this Agreement or the Company relationship created hereby in or to any other ventures or activities in which any Managing Member Related Person is involved or to the income or proceeds derived therefrom; (ii) the pursuit of other ventures and activities by any Managing Member Related Person, even if competitive with the business of the Company, is hereby consented to by the Company and the Non-Managing Member and shall not be deemed wrongful or improper under this Agreement; and (iii) no Managing Member Related Person shall be obligated to present any particular investment opportunity to the Company or to the Non-Managing Member, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company. (b) Non-Managing Member recognizes and acknowledges that by virtue of accepting membership hereunder, Non-Managing Member will acquire valuable training and knowledge, and learn proprietary trade secrets and confidential information of the Company. In consideration of the foregoing and this Agreement, Non-Managing Member hereby agrees that during the period in which either (i) Non-Managing Member is a Member of the Company and for one (1) year thereafter; or (ii) JEA Manager is managing the Property and for one (1) year thereafter (the “Non-Compete Period”), Non-Managing Member will not, other than within the scope of Non-Managing Member’s membership with the Company, directly or indirectly (whether as employee, manager, owner, member, consultant, independent contractor, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, render services for or in any manner engage in a business which involves the ownership or operation of any facility with licensed Alzheimer’s or Memory Care units within five (5) miles of the Property; nor shall Non-Managing Member knowingly request, induce, solicit or attempt to influence any Company client or Company referral source to curtail any business they are currently or have been transacting with the Company during the Non-Compete Period. Furthermore, during the Non-Compete Period, Non-Managing Member shall not, without the Managing Member’s prior written consent, directly or indirectly, knowingly solicit or encourage or attempt to influence any Company employee, agent or independent contractor to leave the employment of or agent/independent contractor relationship with the Company. Non-Managing Member hereby agrees that the restraint imposed under this Section 6.5 is reasonable and not unduly harsh or oppressive.