Common use of Relationship with Others Clause in Contracts

Relationship with Others. The parties agree that, during the Stockholder’s relationship with the Company, the Stockholder has had unique and extensive exposure to and personal contact with customers and employees of the Business, and such contact has enabled the Stockholder to establish a unique relationship with these customers and employees that, unless restricted, could enable the Stockholder to compete unfairly with the Company and cause the Company irreparable injury. The parties further agree that the profitability and goodwill of the Company depend on continued amicable relations with its customers and prospective customers, and employees, and the Stockholder will not, during the 5 year period after the Closing Date, cause, induce, attempt to induce, request, solicit, attempt to solicit or advise (a) any supplier of the Company, or any customers, prospective customers, distributors, resellers or independent contractors of the Company to curtail, harm, cancel or terminate their patronage of the Business, or relationships with the Company; or (b) any employee of the Company to terminate the employee’s employment as such in order to become an employee, consultant or independent contractor to or for any Competitor or to or for any person or entity with which the Stockholder is associated in any way; provided, that the foregoing restriction in clause (b) shall not apply to responses to general advertisements, public notices or similar public postings made by or for the Stockholder, or to solicitations by a placement agency, in each case as to which the Stockholder had not targeted the hiring of any such employee. Nothing in this Section 2.2 shall prevent the employment of the Stockholder by a customer or supplier of the Company unless such employment violates Section 3.1 or constitutes a specific violation of this Section 2.2.

Relationship with Others. The parties agree that, during the Stockholder’s 's relationship with the Company, the Stockholder has had unique and extensive exposure to and personal contact with customers and employees of the Business, and such contact has enabled the Stockholder to establish a unique relationship with these customers and employees that, unless restricted, could enable the Stockholder to compete unfairly with the Company and cause the Company irreparable injury. The parties further agree that the profitability and goodwill of the Company depend on continued amicable relations with its customers and prospective customers, and employees, and the Stockholder will not, during the 5 year period after the Closing Date, cause, induce, attempt to induce, request, solicit, attempt to solicit or advise (a) any supplier of the Company, or any customers, prospective customers, distributors, resellers or independent contractors of the Company to curtail, harm, cancel or terminate their patronage of the Business, or relationships with the Company; or (b) any employee of the Company to terminate the employee’s 's employment as such in order to become an employee, consultant or independent contractor to or for any Competitor or to or for any person or entity with which the Stockholder is associated in any way; provided, that the foregoing restriction in clause (b) shall not apply to responses to general advertisements, public notices or similar public postings made by or for the Stockholder, or to solicitations by a placement agency, in each case as to which the Stockholder had not targeted the hiring of any such employee. Nothing in this Section 2.2 shall prevent the employment of the Stockholder by a customer or supplier of the Company unless such employment violates Section 3.1 or constitutes a specific violation of this Section 2.2.