Common use of Post-Employment Non-competition/Non-Solicitation Covenant Clause in Contracts

Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not engage in activities in the Territory either on Executive's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s termination of Executive's employment for Cause. Executive and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of “Territory” are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Executive and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one (1) year subsequent to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s termination of Executive's employment for Cause, Executive will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, executive, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date Executive or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent Executive from providing a letter of recommendation to an executive with respect to a future employment opportunity.

Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive Employee shall not engage in activities in the Territory either on Executive's Employee’s own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Executive's Employee’s voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s termination of Executive's Employee’s employment for Cause. Executive Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of “Territory” are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Executive Employee and the Company agree to a reduction of said territorial and/or and/or- time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one (1) year subsequent to Executive's Employee’s voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s termination of Executive's Employee’s employment for Cause, Executive Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, executiveemployee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date Executive Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent Executive Employee from providing a letter of recommendation to an executive employee with respect to a future employment opportunity.

Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not engage in activities in the Territory either on Executive's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s 's termination of Executive's employment for Cause. Executive and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of “"Territory” " are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Executive and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one two (12) year years subsequent to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s 's termination of Executive's employment for Cause, Executive will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, executiveExecutive, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date Executive or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent Executive from providing a letter of recommendation to an executive Executive with respect to a future employment opportunity.

Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not engage during the Term and for one year thereafter: 2.4.1. Persuade or attempt to persuade any person or entity which is or was a customer, client, licensee or licensor of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company. The terms “customer,” “licensee,” “licensor,” and “client” as used in activities in this Section 2 to include any potential customer, licensee, licensor or client to whom the Territory either on Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive's own behalf ’s employment or that during the twelve (12) months preceding the termination of employment; 2.4.2. Solicit for themselves or any other person or entity other than the Company the business of any other business organizationperson or entity which is a customer or client of the Company, which are in direct or indirect competition with was a customer or client of the Company for a period within two (2) years prior to the termination of their employment, unless expressly agreed to by the Parties in writing. 2.4.3. Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year subsequent period prior to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant of this Agreement, to a Change in Control), or leave the Company’s termination of Executive's employment for Causeemploy, or to become employed by any person or entity other than the Company. Executive and the Company expressly declare acknowledges that the territorial and time limitations restrictive covenants (the “Restrictive Covenants”) contained in this Section and the definition 2.4 of “Territory” this Agreement are entirely reasonable at this time a condition of employment and are properly reasonable and necessarily required for the adequate protection valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the business and intellectual property of the Company. If such territorial or time limitationsRestrictive Covenants, or any portions part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances is invalid or otherwise, Executive and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one (1) year subsequent to Executive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company’s termination of Executive's employment for Cause, Executive will not without the express prior written approval unenforceable because of the Board (i) directly geographic or indirectlytemporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in one or a series of transactionsits reduced form, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, executive, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is provision shall then (or was at any time within six months prior to the date Executive or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent Executive from providing a letter of recommendation to an executive with respect to a future employment opportunitybe enforceable.