Common use of Protection of Proprietary Interests Clause in Contracts

Protection of Proprietary Interests. (a) The Executive agrees that for a period of 12 months after the Termination Date or, if longer, the period following a Change in Control during which the Executive is entitled to receive severance pay pursuant to Section 4(d) or 4(f) (the “Restricted Period”), the Executive will not, directly or indirectly, on behalf of the Executive or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Corporation or any of its subsidiaries to any person, company or entity which was customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services at any time during the last 12 months of the Executive’s employment with the Corporation. (b) The Executive agrees that during the Restricted Period, the Executive will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Corporation or any of its subsidiaries to any person, company or entity which was a customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services at any time during the last 12 months of the Executive’s employment with the Corporation. (c) The Executive agrees that during the Restricted Period, the Executive will not in any capacity sell, manage, supervise or offer products or services competitive with or similar to the merchant marketing, restaurant financing or merchant rewards business of the Corporation or any of its subsidiaries in any territory in which the Corporation has at any time engaged in or contemplated any business activities. (d) The Executive agrees that during the Restricted Period, the Executive will not directly or indirectly hire, solicit or attempt to persuade any employee of the Corporation or any of its subsidiaries, or any person who was an employee of the Corporation or any of its subsidiaries within the two months preceding contact between the Executive and that person, to leave the employ of the Corporation or any of its subsidiaries or otherwise interfere with the performance of his or her duties for the Corporation or any of its subsidiaries. General solicitations in media outlets shall not be considered improper solicitations under this subsection. (e) The Executive agrees that during the Restricted Period, the Executive will not directly or indirectly, on behalf of the Executive or any other person, company or entity, participate in the development of any products or services similar to or competitive with products or services of the Corporation or any of its subsidiaries with which the Executive had product or service research or development responsibilities during the last 12 months of the Executive’s employment with the Corporation.

Protection of Proprietary Interests. (a) The Executive Employee agrees that for a period of 12 11 months after the Termination Date or, if longerDate, the period following a Change in Control during which the Executive is entitled to receive severance pay pursuant to Section 4(d) or 4(f) (the “Restricted Period”), the Executive Employee will not, directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (b) The Executive Employee agrees that during for a period of 11 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (c) The Executive Employee agrees that during for a period of 11 months after the Restricted PeriodTermination Date, the Executive Employee will not in any capacity sell, manage, supervise or offer products or services competitive with or similar to the merchant marketing, restaurant financing or merchant rewards business of the Corporation or any of its subsidiaries Rewards Network in any territory in which the Corporation has at any time engaged in or contemplated any business activitiesEmployee worked while employed by Rewards Network during the last 12 months of the Employee’s employment with Rewards Network. (d) The Executive Employee agrees that during for a period of 11 months after the Restricted PeriodTermination Date, the Executive Employee will not not, directly or indirectly hire, solicit or solicit, attempt to persuade or communicate with any employee of the Corporation or any of its subsidiariesRewards Network, or any person who was an employee of the Corporation or any of its subsidiaries Rewards Network within the two months preceding contact between the Executive Employee and that person, to leave the employ of the Corporation or any of its subsidiaries Rewards Network or otherwise interfere with the performance of his or her their duties for the Corporation or any of its subsidiaries. General solicitations in media outlets shall not be considered improper solicitations under this subsectionRewards Network. (e) The Executive Employee agrees that during for a period of 11 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, participate in the development of any products or services similar to or competitive with products or services of the Corporation or any of its subsidiaries Rewards Network with which the Executive Employee had product or service research or development responsibilities during the last 12 months of the ExecutiveEmployee’s employment with Rewards Network. (f) Notwithstanding the Corporationforegoing, paragraphs 6 (a), (b), (c) and (e) shall not apply to XxxxxXxxxx.xxx, Inc. or any of its successors.

Protection of Proprietary Interests. Without the prior written consent of the Chief Executive Officer of Employer: (a) The Executive the Employee agrees that for a period of 12 months after the Termination Date or, if longerDate, the period following a Change in Control during which the Executive is entitled to receive severance pay pursuant to Section 4(d) or 4(f) (the “Restricted Period”), the Executive Employee will not, directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the Corporation.Rewards Network; (b) The Executive the Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the Corporation.Rewards Network; (c) The Executive the Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not in any capacity sell, manage, supervise or offer products or services competitive with or similar to the merchant marketing, restaurant financing or merchant rewards business of the Corporation or any of its subsidiaries Rewards Network in any territory in which the Corporation has at any time engaged in or contemplated any business activities.Employee worked while employed by Rewards Network during the last 12 months of the Employee’s employment with Rewards Network; (d) The Executive the Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not not, directly or indirectly hire, solicit or solicit, attempt to persuade or communicate with any employee of the Corporation or any of its subsidiariesRewards Network, or any person who was an employee of the Corporation or any of its subsidiaries Rewards Network within the two months preceding contact between the Executive Employee and that person, to leave the employ of the Corporation or any of its subsidiaries Rewards Network or otherwise interfere with the performance of his or her their duties for the Corporation or any of its subsidiaries. General solicitations in media outlets shall not be considered improper solicitations under this subsection.Rewards Network; and (e) The Executive the Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, participate in the development of any products or services similar to or competitive with products or services of the Corporation or any of its subsidiaries Rewards Network with which the Executive Employee had product or service research or development responsibilities during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network.

Protection of Proprietary Interests. (a) The Executive Employee agrees that for a period of 12 months after the Termination Date or, if longerDate, the period following a Change in Control during which the Executive is entitled to receive severance pay pursuant to Section 4(d) or 4(f) (the “Restricted Period”), the Executive Employee will not, directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (b) The Executive Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (c) The Executive Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not in any capacity sell, manage, supervise or offer products or services competitive with or similar to the merchant marketing, restaurant financing or merchant rewards business of the Corporation or any of its subsidiaries Rewards Network in any territory in which the Corporation has at any time engaged in or contemplated any business activitiesEmployee worked while employed by Rewards Network during the last 12 months of the Employee’s employment with Rewards Network. (d) The Executive Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not not, directly or indirectly hire, solicit or solicit, attempt to persuade or communicate with any employee of the Corporation or any of its subsidiariesRewards Network, or any person who was an employee of the Corporation or any of its subsidiaries Rewards Network within the two months preceding contact between the Executive Employee and that person, to leave the employ of the Corporation or any of its subsidiaries Rewards Network or otherwise interfere with the performance of his or her their duties for the Corporation or any of its subsidiaries. General solicitations in media outlets shall not be considered improper solicitations under this subsectionRewards Network. (e) The Executive Employee agrees that during for a period of 12 months after the Restricted PeriodTermination Date, the Executive Employee will not directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, participate in the development of any products or services similar to or competitive with products or services of the Corporation or any of its subsidiaries Rewards Network with which the Executive Employee had product or service research or development responsibilities during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network.

Protection of Proprietary Interests. (a) The Executive Employee agrees that during the Transition Period and for a period of 12 months after the Termination Date or, if longerDate, the period following a Change in Control during which the Executive is entitled to receive severance pay pursuant to Section 4(d) or 4(f) (the “Restricted Period”), the Executive Employee will not, directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (b) The Executive Employee agrees that during the Restricted PeriodTransition Period and for a period of 12 months after the Termination Date, the Executive Employee will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Corporation or any of its subsidiaries Rewards Network to any person, company or entity which was a Rewards Network customer, merchant, member or partner of the Corporation or any of its subsidiaries for such products or services and with which the Employee had contact regarding those products or services at any time during the last 12 months of the ExecutiveEmployee’s employment with the CorporationRewards Network. (c) The Executive Employee agrees that during the Restricted PeriodTransition Period and for a period of 12 months after the Termination Date, the Executive Employee will not in any capacity sell, manage, supervise or offer products or services competitive with or similar to the merchant marketing, restaurant financing or merchant rewards business of the Corporation or any of its subsidiaries Rewards Network in any territory in which the Corporation has at any time engaged in or contemplated any business activitiesEmployee worked while employed by Rewards Network during the last 12 months of the Employee’s employment with Rewards Network. (d) The Executive Employee agrees that during the Restricted PeriodTransition Period and for a period of 12 months after the Termination Date, the Executive Employee will not not, directly or indirectly hire, solicit or solicit, attempt to persuade or communicate with any employee of the Corporation or any of its subsidiariesRewards Network, or any person who was an employee of the Corporation or any of its subsidiaries Rewards Network within the two months preceding contact between the Executive Employee and that person, to leave the employ of the Corporation or any of its subsidiaries Rewards Network or otherwise interfere with the performance of his or her their duties for the Corporation or any of its subsidiaries. General solicitations in media outlets shall not be considered improper solicitations under this subsectionRewards Network. (e) The Executive Employee agrees that during the Restricted PeriodTransition Period and for a period of 12 months after the Termination Date, the Executive Employee will not directly or indirectly, on behalf of the Executive Employee or any other person, company or entity, participate in the development of any products or services similar to or competitive with products or services of the Corporation or any of its subsidiaries Rewards Network with which the Executive Employee had product or service research or development responsibilities during the last 12 months of the ExecutiveEmployee’s employment with Rewards Network. The parties acknowledge and agree that nothing in this Paragraph 8 shall be construed to prevent the CorporationEmployee from complying with any applicable attorney professional responsibility rules.