Common use of Restrictions on Certain Activities Clause in Contracts

Restrictions on Certain Activities. The Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company whose responsibilities and duties require is involvement in all aspects of the business of the Company, he may participate in the servicing of Clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the “know-how” and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his senior position with the Company places him in a position of confidence and trust with the Clients and employees of the Company; (iv) that as a key executive of the Company he has participated in and will continue to participate in the solicitation and hiring of executives and other employees of the Company and that his senior position with the Company has put him, and will put him in a position of becoming very familiar with the talents, needs, capabilities and characteristics of such employees and executives; and (v) that his rendering of services to the Clients and his supervisory responsibilities involving employees of the Company necessarily required and will continue to require the disclosure to the Executive of Confidential Information (as defined in Section 8(c) hereof) of the Company. In the course of the Executive’s employment with the Company, the Executive may develop a personal relationship with the Clients of the Company and a knowledge of those Clients’ affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive’s hands in confidence and trust. The Executive consequently acknowledges that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the Confidential Information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this Section 8 were contained in this Agreement. Accordingly, except as acknowledged below, the Executive agrees that he will not, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other Person, except on behalf of the Company, directly or indirectly, and regardless of the Executive continuing to be employed by the Company, or the reason for the Executive ceasing to be so employed by the Company: (i) during the Term and continuing until the end of the Severance Period, solicit business on behalf of, render any competitive services to, engage in, guaranty any obligations of, extend credit to, or have any ownership interest or other affiliation in, any business or other endeavor, which is engaged in the Restricted Business in the Restricted Territory; provided, however, that nothing contained in this clause (i) shall be deemed to prevent the undersigned from owning less than 1% of the shares of any publicly held corporation engaged in any such business or from any other rights granted in this Agreement; (ii) during the Post-Employment Restriction Period, in the Restricted Territory, solicit, render services to or for, or accept from, anyone who is a Restricted Client, any Restricted Business of the type performed by the Company, or persuade or attempt in any manner to persuade any Restricted Client to cease to do any business of the type performed by the Company or to reduce the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such Restricted Client was originally established in whole or in part through the Executive’s efforts; (iii) during the Post-Employment Restriction Period, be employed in the Restricted Territory by a Restricted Client to solicit or render services of the type performed by the Company for such Restricted Client without prior written approval by the Company (the determination of which shall not be unreasonably delayed); or (iv) during the Post-Employment Restriction Period, employ as an employee or retain as a consultant, any individual who is then or at any time during the one-year period prior to the Termination Date was, an employee of or exclusive consultant to, the Company, or, persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by any other Person without prior written approval by the Company.

Restrictions on Certain Activities. The Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company whose responsibilities and duties require is involvement in all aspects of the business of the Company, he may participate in the servicing of Clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the “know-how” and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his senior position with the Company places him in a position of confidence and trust with the Clients and employees of the Company; (iv) that as a key executive of the Company he has participated in and will continue to participate in the solicitation and hiring of executives and other employees of the Company and that his senior position with the Company has put him, and will put him in a position of becoming very familiar with the talents, needs, capabilities and characteristics of such employees and executives; and (v) that his rendering of services to the Clients and his supervisory responsibilities involving employees of the Company necessarily required and will continue to require the disclosure to the Executive of Confidential Information (as defined in Section 8(c) hereof) of the Company. In the course of the Executive’s employment with the Company, the Executive may develop a personal relationship with the Clients of the Company and a knowledge of those Clients’ affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive’s hands in confidence and trust. The Executive consequently acknowledges that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the Confidential Information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this Section 8 were contained in this Agreement. Accordingly, except as acknowledged belowbelow or as otherwise set forth in Section 3(c), the Executive agrees that he will not, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other Person, except on behalf of the Company, directly or indirectly, and regardless of the Executive continuing to be employed by the Company, or the reason for the Executive ceasing to be so employed by the Company: (i) during the Term and continuing until the end of the Severance Post-Employment Restriction Period, solicit business on behalf of, render any competitive services to, engage in, guaranty any obligations of, extend credit to, or have any ownership interest or other affiliation in, any business or other endeavor, which is engaged in the Restricted Business in the Restricted Territory; provided, however, that nothing contained in this clause (i) shall be deemed to prevent the undersigned from owning less than 1% of the shares of any publicly held corporation engaged in any such business or from any other rights granted in this Agreement; (ii) during the Term and continuing until the end of the Post-Employment Restriction Period, in the Restricted Territory, solicit, render services to or for, or accept from, anyone who is a Restricted Client, any Restricted Business of the type performed by the Company, or persuade or attempt in any manner to persuade any Restricted Client to cease to do any business of the type performed by the Company or to reduce the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such Restricted Client was originally established in whole or in part through the Executive’s efforts; (iii) during the Term and continuing until the end of the Post-Employment Restriction Period, be employed in the Restricted Territory by a Restricted Client to solicit or render services of the type performed by the Company for such Restricted Client without prior written approval by the Company (the determination of which shall not be unreasonably delayed); or (iv) during the Term and continuing until the end of the Post-Employment Restriction Period, employ as an employee or retain as a consultant, any individual Person who is then or at any time during the one-year period prior to the Termination Date was, an employee of or exclusive consultant to, the Company, or, persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by any other Person without prior written approval by the Company.