Common use of Protection of Trade Secrets; Non-Solicitation Clause in Contracts

Protection of Trade Secrets; Non-Solicitation. (i) The Employee acknowledges that in the course of his employment with the Company, he has and will in the course of his continued employment with the Company become familiar with the trade secrets of the Company and its affiliates and with other Confidential Information (as defined in the Confidentiality Agreement) concerning the business of the Company and its affiliates and that his services have been and will be of special, and unique and extraordinary value to the Company and its affiliates. Because of the foregoing and in further consideration of the compensation and other benefits to be provided to the Employee hereunder, the Employee hereby agrees that, during the Term, and at any time thereafter, he shall not, directly or indirectly, use trade secrets (as such term is defined in Section 3426(1)(d) of the Uniform Trade Secrets Act) of the Company or its affiliates or Confidential Information or otherwise engage in unfair competition against the Company or any of its affiliates. (ii) During the Term, and continuing through the first anniversary of the termination date of the Employee’s employment for any reason (the “Restricted Period”), the Employee shall not directly or indirectly through another person or entity induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any such affiliate that is within any geographical area in which the Company or its affiliates engage or plan to engage in such businesses to cease doing business with the Company or such affiliate or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any such affiliate.

Protection of Trade Secrets; Non-Solicitation. (ia) The Employee In further consideration of the compensation and other benefits to be provided to Executive hereunder, Executive acknowledges that in the course of his employment with the CompanyClassic and Seller, he has and will in the course of his continued employment with the Company he will become familiar with the trade secrets of the Company and its affiliates and with other Confidential Information (as defined in the Confidentiality Agreement) concerning the business of Business, the Company Company, and its the Company’s affiliates and that his services have been and will be of special, and unique and extraordinary value to the Company and its affiliates. Because of the foregoing and in further consideration of the compensation and other benefits to be provided to the Employee hereunderTherefore, the Employee hereby Executive agrees that, during the TermEmployment Period, and at any time thereafterfor one year thereafter (the “Restricted Period”), he shall not, not directly or indirectly, indirectly use trade secrets (as such term is defined in Section 3426(1)(d) of the Uniform Trade Secrets Act) of the Company or its affiliates or affiliates, Confidential Information or proprietary materials of the Company or its affiliates or otherwise engage in unfair competition against the Company or any of its affiliates. (iib) During the Term, and continuing through the first anniversary of the termination date of the Employee’s employment for any reason (the “Restricted Period”), the Employee Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any such affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any such affiliate that is within any geographical area in which the Company or its affiliates engage or plan to engage in such businesses to cease doing business with the Company or such affiliate or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any such affiliate.