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 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 9.1 above, Executive agrees that for the period of nine (9) 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 (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 9, 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. -#PageNum#-

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 informationproducts and other strategically important information (including Trade Secrets); (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary informationTrade Secrets; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail demand chain software industrybusiness of manufacturing, developing, marketing, and/or selling healthy/natural and indulgent specialty snack foods and frozen fruits, vegetables and drinks (the “Restricted Field”); (d) Company provides these products and services nationally and internationallyto the Restricted Field; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with CompanyCompany in the Restricted Field. Therefore, in exchange for the consideration described in Section 9.1 11.1 above, Executive agrees that for the period of nine twelve (912) 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 engaged in any Restricted Field activities in the business of developing, marketing, selling and supporting software specifically designed for businesses in the retail and consumer packaged goods markets (the “Restricted Business”) Business Territory or (ii) make or hold during the Covenant Period any investment in any entities or persons engaged in Restricted BusinessField activities in the Business Territory, 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 911, 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 Covenant Period shall be tolled during any period in which Executive is in breach of 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. -#PageNum#-restrictions set forth herein.

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 such proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail demand chain software industrycredit card internet lead generation and marketing business] (the “Business”); (d) Company provides products and services nationally and internationallynationally; 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 9.1 Subsection 13(a) above, Executive agrees that for the period of nine twelve (912) 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, directormanager, officer, manager, consultant, agent or employee: (i) work for a competitor of person or entity competing, directly or indirectly, with the Company, which is defined ’s Business and located in any state to include those entities Texas or persons in any stale contiguous to Texas during the business of developing, marketing, selling and supporting software specifically designed for businesses in the retail and consumer packaged goods markets Covenant Period (the “Restricted Business”) ), provided that Executive may work for a multi-divisional person or entity that includes a division that is engaged in the Restricted Business to the extent Executive does not provide any services to the division engaged in 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 13% of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, 13. 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 directormanager, officer or employee at the request of Company or any successor of Company. For , and which engages primarily in 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. -#PageNum#-Business.

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 demand 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 9.1 12.1 above, Executive agrees that for the period of nine twenty-four (924) 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, marketingsecurity offices or other portable space solutions, selling or the rental and supporting software specifically designed for businesses in sale of specialty containment solutions, or any other business that has been undertaken, or with respect to which substantial steps towards its undertaking have been implemented, by the retail and consumer packaged goods markets Company 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 912, 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 Notwithstanding the avoidance of doubtforegoing, Restricted Business this Section 12.2 shall not include be effective on and after 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 Change in Control unless Executive confirms in writing to the retail 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 consumer packaged goods markets. -#PageNum#-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.

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 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 9.1 above, Executive agrees that for the period of nine (9) 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 (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 9, 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 -#PageNum#- goods markets. -#PageNum#-.