Common use of Promise To Refrain From Competing Clause in Contracts

Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail supply chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 above, Executive agrees that for the period of twelve (12) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 12, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail supply demand chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 9.1 above, Executive agrees that for the period of twelve nine (129) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software specifically designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 129, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company. For the avoidance of doubt, Restricted Business shall not include a company that develops, markets, sells or supports software that applies to a variety of vertical markets (“Cross Vertical Solutions”) where the company may have customized its Cross Vertical Solutions for the retail and consumer packaged goods markets, but does not have software that is primarily targeted to the retail and consumer packaged goods markets.

Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail supply demand chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 9.1 above, Executive agrees that for the period of twelve nine (129) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 129, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Executive understands Company’s 's need for Executive’s 's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s 's employment develop, be personally entrusted with and exposed to Company’s 's proprietary information; (c) both during and after the term of Executive’s 's employment, Company will be engaged in the highly competitive retail supply demand chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 9.1 above, Executive agrees that for the period of twelve nine (129) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 129, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Executive understands Company’s 's need for Executive’s 's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s 's employment develop, be personally entrusted with and exposed to Company’s 's proprietary information; (c) both during and after the term of Executive’s 's employment, Company will be engaged in the highly competitive retail supply chain enterprise software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 9.1 above, Executive agrees that for the period of twelve three (123) months years following the date Executive ceases to render services to Company (the “Covenant Period”"COVENANT PERIOD"), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) "RESTRICTED BUSINESS"); or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 15% of the listed or traded stock of any publicly held corporation. For purposes of this Section 129, the term “Company” "COMPANY" shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be is engaged in the highly insular and competitive retail supply chain software gaming technology industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 8.1 above, Executive agrees that during Executive’s employment with Company, and for the period of twelve eighteen (1218) months following the effective date Executive ceases to render services to of the termination of Executive’s employment with the Company for any reason, including without limitation termination following a Change of Control (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for or provide services or assistance to a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed technology to or for gaming businesses in which the retail and consumer packaged goods markets Company engages or proposes to engage or in which the Company has an actual intention, as evidenced by the Company’s written business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutionsplans to engage, in any country in which Company does business (the “Restricted Business”) ); or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 128, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, and any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company).

Promise To Refrain From Competing. Subject to the terms and conditions provided in this Agreement, Executive understands the Company’s need for Executive’s promise not to compete with the Company is based on the following: (ai) the Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (bii) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to the Company’s proprietary information; (ciii) both during and after the term of Executive’s employment, Company will be is engaged in the highly insular and competitive retail supply chain software gaming technology industry; (div) the Company provides products and services nationally and internationally; and (ev) the Company will suffer great loss and irreparable harm if Executive were to enter into competition with the Company. Therefore, in exchange for the consideration described in Section 12.1 2.1.2 above, Executive agrees that during Executive’s employment with the Company, and for the period of twelve one (121) months year following the effective date Executive ceases to render services to of the termination of Executive’s employment with the Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for or provide services or assistance to a competitor of Companythe Company as of the date of termination of employment, which is defined to include those entities or persons primarily engaged in the business of developing, marketing, selling and supporting software designed technology to or for gaming businesses in which, as of the retail and consumer packaged goods markets date of termination of employment, the Company engages or in which the Company has an actual intention, as evidenced by the Company’s written business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutionsplans to engage, in any country in which the Company does business as of the date of termination of employment (the “Restricted Business”) ); or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 122, the term “Company” shall mean and include the Company, any subsidiary or affiliate of the Company, and any successor to the business of the Company (by merger, consolidation, sale of assets or stock or otherwise). For purposes of clarification and not limitation, casinos or gaming operations that are not primarily engaged in the business of developing, marketing, selling and supporting technology to or for gaming businesses shall not be Restricted Businesses hereunder. Notwithstanding anything in this section or this agreement to the contrary, in the event Executive’s employment is terminated for Cause pursuant to clause (v) and any other corporation or entity of which Executive may serve as a directorSection 1.6.3, officer or employee at the request Covenant Period shall be six (6) months from the date of Company or any successor termination of CompanyExecutive’s employment.

Promise To Refrain From Competing. Executive understands Company’s 's need for Executive’s 's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will will, in the course of Executive’s employment 's employment, develop, and be personally entrusted with and exposed to Company’s such proprietary information; (c) both during and after the term of Executive’s 's employment, Company will be engaged in the highly competitive retail supply chain software casual dining industry; (d) Company provides products and services nationally and internationallymay provide services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration con- sideration described in Section 12.1 Sections 3 and 4 above, Executive agrees that for a period commencing on the period of twelve Effective Date and ending eighteen (1218) months following after termination of Executive's employment with the date Executive ceases to render services to Company (the “"Covenant Period”"), Executive will not either directly or indirectly, whether as an a owner, director, officer, manager, consultant, agent or employeeExecutive: (i) work for a competitor of Companycompetitor, which is defined to include those entities or persons any company in the business of developingpreparation and distribution of Contemporary American or Pacific Island restaurant concepts similar to the Company and featuring a Sushi Bar existing during the Covenant Period, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets within a twenty five (25) mile radius of any Kona Grill or in the business any planned location of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business such restaurants (the “"Restricted Business”) "); or (ii) make or hold during the Covenant Period any investment in any Restricted BusinessBusiness in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 15% of the listed or traded stock of any publicly held corporation. For purposes of this Section 128, the term “"Company” " shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee Executive at the request of Company or any successor of Company.

Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail supply chain software portable storage solution industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 12.1 above, Executive agrees that for the period of twelve twenty-four (1224) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the following business segments: rental and sale of developingcontainers, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets security offices or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining other portable space solutions, in or the rental and sale of specialty containment solutions, or any country in other business that has been undertaken, or with respect to which substantial steps towards its undertaking have been implemented, by the Company does business prior to the Termination Date utilizing the Company’s products (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 12, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company. Notwithstanding the foregoing, this Section 12.2 shall not be effective on and after a Change in Control unless Executive confirms in writing to the Company on or after such Change in Control that he agrees to be bound by this Section 12.2 following a Change in Control. In the absence of such written confirmation to the Company, this Section 12.2 shall be of no effect and Executive shall not be entitled to the severance benefits under Section 8.2(a) upon an Involuntary Termination following a Change in Control and shall not be entitled to the equity acceleration set forth in Section 9.