Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. (a) The Employee acknowledges that: (i) the Company, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that support. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or the period of 730 consecutive days after the first to occur of the expiration of the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a), (c), (d) or (e) (the "Post-employment Restricted Period"): (i) accept employment with or render service to any person, firm or corporation that is engaged in a business directly competitive with the Business, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (A) the city, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers); (ii) directly or indirectly own, finance or control, or participate in the ownership or control of, or be connected as a principal, agent, representative, consultant, advisor, investor, owner, partner, financier, manager or joint venturer with, or permit his name to be used by or in connection with, any business or enterprise directly competitive with the Business (provided, however, that the Employee may invest as an investor in the voting securities of any person that is a reporting company under the Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount of those securities the Employee owns directly or indirectly is less than five percent of the total outstanding voting securities of that person and (B) the Employee has no other affiliation with that person); (iii) call on, solicit or perform services for, directly or indirectly, or aid, directly or indirectly, any other person, entity or organization (other than a member of the ARS Group) in calling on, soliciting or performing services for, directly or indirectly, any person that at that time is, or at any time within one year prior to that time was, a customer of any member of the ARS Group or any prospective customer that had or, to the knowledge of the Employee, was about to receive a business proposal from any member of the ARS Group, for the purpose of soliciting or selling any product or service in competition with the ARS Group; (iv) accept (otherwise than on behalf of a member of the ARS Group), directly or indirectly, the business of any person that at that time is, or at any time prior to that time was, a customer of any member of the ARS Group, or request, advise or suggest to any such person that such person curtail, cancel or withdraw its business from the ARS Group; or (v) otherwise than on behalf of any member of the ARS Group, solicit the employment of, or induce or advise to leave the employ by any member of the ARS Group of, any person who at that time is employed on a full- or part-time basis by any member of the ARS Group.

Competition and Confidentiality. (a) The Employee acknowledges that: (i) the Company, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that support. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or During the period of 730 consecutive days after beginning on the first to occur of Closing Date and ending on the expiration of the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a), (c), (d) or (e) third anniversary thereof (the "PostNon-employment Restricted Competition Period"): (i) accept employment with or render service to any person), firm or corporation no Securityholder that is engaged in listed on Schedule 7.6 (a business directly competitive with the Business, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (ARestricted Seller") the city, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers); (ii) directly or indirectly own, finance or control, or participate in the ownership or control of, or be connected as a principal, agent, representative, consultant, advisor, investor, owner, partner, financier, manager or joint venturer with, or permit his name to be used by or in connection with, any business or enterprise directly competitive with the Business (provided, however, that the Employee may invest as an investor in the voting securities Controlled Affiliate of any person that is Restricted Seller (each, a reporting company under the Securities Exchange Act of 1934"Restricted Party") shall, as amended, so long as (A) the aggregate amount of those securities the Employee owns directly or indirectly is less than five percent of the total outstanding voting securities of that person and (B) the Employee has no other affiliation with that person); (iii) call on, solicit or perform services forwithin North America, directly or indirectly, in any capacity, render services, engage in or aid, directly or indirectlyhave a financial interest in, any other person, entity or organization (other than a member of the ARS Group) in calling on, soliciting or performing services for, directly or indirectly, any person business that at that time is, or at any time within one year prior to that time was, a customer of any member of the ARS Group or any prospective customer that had or, to the knowledge of the Employee, was about to receive a business proposal from any member of the ARS Group, for the purpose of soliciting or selling any product or service in competition shall be competitive with the ARS Group; (iv) accept (otherwise than on behalf of a member of the ARS Group)Restricted Business, directly or indirectlynor shall any Restricted Party assist any Person that shall be engaged in any such business activities, the business of any person that at that time is, or at any time prior to that time was, a customer of any member of the ARS Group, or request, advise or suggest including by making available to any such person Person any information related to the Company. As used herein, "Restricted Business" means products and services that exist as of the Effective Time of the Merger and any such person curtailproducts or services sold, cancel developed, acquired, licensed, or withdraw its business from otherwise obtained or sold by the ARS GroupCompany during the period of employment of the Restricted Seller against whom enforcement is sought (including key duplication with related sales of key blanks and accessories, letters, numbers and signs, and engraved tags and other products), that are: (1) sold through current channels of trade including mass merchants, home centers and grocery or drug outlets; or (v2) otherwise new channels of distribution or markets entered into during the period of employment of the Restricted Seller against whom enforcement is sought. Ownership of not more than on behalf 5% of the outstanding stock of any member publicly traded company shall not, in and of itself, be a violation of this Section 7.6(a). In addition, during the Non-Competition Period, no Restricted Party shall solicit any employee of the ARS Group, solicit Company who is employed by the employment of, or induce or advise to leave the employ by any member Company within 60 days of the ARS Group ofEffective Time for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, any person who at including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. Each Restricted Seller acknowledges, however, that this Section 7.6 has been negotiated by the Parties and that the geographical and time is employed limitations, as well as the limitation on a full- or part-time basis by any member activities, are reasonable in light of the ARS Groupcircumstances pertaining to the Company and the payments made to such Restricted Seller hereunder.

Competition and Confidentiality. (a) The Employee acknowledges that: (i) the Company, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that support. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or During the period of 730 consecutive days after beginning on the first to occur of Closing Date and ending on the expiration of the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a), (c), (d) or (e) fifth anniversary thereof (the "Post-employment Restricted Period"): ), the Stockholder (ia "Restricted Party") accept employment with shall not directly or render service to any person, firm or corporation that is engaged in a business directly competitive with the Businessindirectly, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (A) the citycapacity, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers); (ii) directly or indirectly own, finance or have a financial interest in, manage, operate, join, control, finance or participate in the ownership ownership, management, operation, control or control financing of, or be connected as a an officer, director, employee, partner, principal, agent, representative, consultant, advisor, investor, owner, partner, financier, manager consultant or joint venturer with, otherwise with or use or permit its, his or her name to be used by or in connection with, with any business or enterprise directly competitive with the Business (provided, however, that the Employee may invest as an investor in the voting securities of any person that is a reporting company under the Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount of those securities the Employee owns engaged directly or indirectly with any of those business activities in which the Business is less than five percent or has been engaged, including the manufacture, distribution and sale of the total outstanding voting securities of Products (the "Restricted Business") nor shall any Restricted Party assist any Person (other than the Buyer and its Affiliates) that person and shall be engaged in the Restricted Business, including by making available to any such Person any information related to the Business. (Bb) In addition, no Restricted Party shall, during the Employee has no other affiliation with that person); Restricted Period, directly or indirectly (iiii) call on, solicit or perform services for, directly or indirectly, or aid, directly or indirectly, attempt to sell any other person, entity or organization (other than a member product to any customer of the ARS Group) in calling on, soliciting or performing services for, directly or indirectly, any person that at that time is, or at any time within one year prior to that time was, Business who was a customer of the Business on the Closing Date or during the two years preceding the Closing Date or whose identity was known to the Restricted Party as one the Company intended to solicit within the following year, or (ii) divert to any member competitor of the ARS Group Buyer or the Company (or any prospective of their Affiliates) any customer that had or, to the knowledge or supplier of the EmployeeBuyer or the Company (or any of their Affiliates), was about to receive a business proposal or (iii) solicit any Person employed by the Company on the date hereof or during the period from any member of the ARS Group, date hereof through the Closing Date for the purpose of soliciting having any such Person terminate his or selling any product or service in competition her employment with the ARS Group; Company, or offer employment to or hire any employee of the Business. (ivc) accept If a court determines that the foregoing restrictions in subsections (a) and (b) above are too broad or otherwise than unreasonable under applicable Laws, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Laws. Each Restricted Party acknowledges, however, that this Section 9.1 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on behalf activities, are reasonable in light of the circumstances pertaining to the Business and the payments made to the Stockholder hereunder. The Restricted Period shall be extended for a period of time equal to any period during which any Restricted Party is in breach or violation of the terms of this Section 9.1. (d) The Stockholder recognizes and acknowledges that, by reason of his involvement with or employment in the Business, he has had access to Trade Secrets relating to the Restricted Business. The Stockholder acknowledges that such Trade Secrets are a valuable and unique asset and covenants that, prior to the Closing and indefinitely thereafter, no Restricted Party shall divulge, communicate or use in any way any such Trade Secrets for any reason whatsoever, unless such information (i) is in the public domain through no wrongful act of such Restricted Party, (ii) has been rightfully received from a third party without restriction and without breach of this Agreement or (iii) except as may be required to be disclosed by applicable Law (in which event prompt notice of the same shall be given to the Buyer and all efforts shall be made in cooperation with the Buyer to limit such disclosure). (e) The terms of this Section 9.1 shall apply to each Restricted Party and to any other Person controlled by any Restricted Party and any of their respective Affiliates that he or she controls to the same extent as if he or she were a party hereto, and each such Restricted Party shall take whatever actions may be necessary to cause any such Restricted Party or Affiliate to adhere to the terms of this Section 9.1. (f) In the event of any breach or threatened breach by any Restricted Party of any provision of Section 9.1, the Buyer shall be entitled to injunctive or other equitable relief, to restrain such party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a member of the ARS Group), directly or indirectly, the business Restricted Party under Section 9.1. Such relief shall be in addition to and not in lieu of any person other remedies that at that time ismay be available, or at any time prior to that time was, a customer including an action for the recovery of any member of the ARS Group, or request, advise or suggest to any such person that such person curtail, cancel or withdraw its business from the ARS Group; or (v) otherwise than on behalf of any member of the ARS Group, solicit the employment of, or induce or advise to leave the employ by any member of the ARS Group of, any person who at that time is employed on a full- or part-time basis by any member of the ARS GroupDamages.

Competition and Confidentiality. (a) The Employee Executive acknowledges that: (i) the Company, the Company's subsidiaries and other businesses members of the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") Group are engaged in the business of providing (A) comprehensive maintenanceservices which include, repair but are not limited to, the ownership and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality operation of pipelines and other systems oil and major appliances gas facilities and oil and gas mineral interests, and the consideration and participation in personal residences and commercial, industrial and institutional facilities Projects (including, in as defined below (the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "“Business"”); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's Executive’s work for the Company has given and will continue to give the Employee Executive the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iviii) the Employee's Executive’s covenants in this Section 5 6 are essential to protect the Business and the goodwill of the ARS GroupGroup and they impose a reasonable restraint on the Executive in light of the activities and business of the Group on the date hereof; and (viv) the Employee Executive has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 57, and this Section 5 7 will not impair his ability to provide that support. Accordingly, the Employee Executive covenants that he will not, at any time during the Employment Term or the period of 730 consecutive days two years after the first to occur of the expiration of the Employment Term or the termination of the Employee's Employment Executive’s employment pursuant to Section 6(a), (c), or (d) or (e) (the "“Post-employment Restricted Period"): ”), either directly or indirectly, through one more affiliates: (i) accept employment with engage as an officer, director or render service to in any personother managerial capacity or as an owner, firm co-owner or corporation that is engaged in other investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a business directly competitive with the Businesssales representative, dealer or distributor of any kind, in any case business selling any products or providing any services in any Territory competition with the Business or the Group within the 30 mile radius area surrounding any service facility in which any member of the ARS Group is then engaged in providing that product or service (the "“Territory" surrounding any service facility means (A) the city, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers”); (ii) directly call on or indirectly own, finance or control, or participate otherwise solicit any natural person who is at that time employed by any member of the Group in the ownership or control of, or be connected as a principal, agent, representative, consultant, advisor, investor, owner, partner, financier, manager or joint venturer with, or permit his name to be used by or in connection with, any business or enterprise directly competitive managerial capacity with the Business (provided, however, purpose or intent of attracting that person from the Employee may invest as an investor in the voting securities of any person that is a reporting company under the Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount of those securities the Employee owns directly or indirectly is less than five percent employ of the total outstanding voting securities of that person and (B) the Employee has no other affiliation with that person)Group; (iii) call on, solicit or perform services for, directly or indirectly, or aid, directly or indirectly, any other person, entity or organization (other than a member of the ARS Group) in calling on, soliciting or performing services for, either directly or indirectly, any person that at that time is, or at any time within one year prior to that time was, a customer of any member of the ARS Group or within any prospective customer that had or, to the knowledge of the Employee, was about to receive a business proposal from any member of the ARS GroupTerritory, for the purpose of soliciting or selling any product or service in competition with the ARS Group; Group within that Territory, and/or (iv) accept .engage in any acquisition, capital project, joint venture, investment or endeavor relating to the oil and gas industry which has been evaluated, investigated, contemplated or considered by the Company or any Group member at any time during the Employment Term, whether or not known to the Executive prior to the date hereof (otherwise a “Project”). In consideration of the foregoing, the Company hereby agrees to provide to the Executive access to its Confidential Information (as hereinafter defined) and to pay the Executive compensation subsequent to the termination of his employment to the extent provided in Section 6(e). Nothing herein shall prohibit the Executive from owning an interest in Seminole Energy Services LLC or being a passive owner of not more than on behalf 2% of the outstanding stock of any class of a member of corporation which is publicly traded, so long as the ARS Group), directly or indirectly, Executive has no active participation in the business of such corporation. (b) The Executive acknowledges that: (i) the Group has a legitimate business interest in the protection of its Confidential Information (as hereinafter defined); and (ii) the Group’s Confidential Information is a valuable asset worthy of and subject to protection by the Group. Accordingly, the Executive covenants that: (i) during the Employment Term and thereafter, the Executive will keep confidential all Confidential Information of the Group that is known to him and, except with the specific prior written consent of the Company or as required to be disclosed by law or the order of any agency, court or other governmental authority, not disclose that Confidential Information to any person that at that time isexcept members of the Group and their employees, accountants, counsel and other designated representatives. It is hereby understood and agreed that, during the Employment Term, the Executive may use the Confidential Information for the benefit of the Company and of the Group in connection with the ordinary course performance of his duties hereunder. “Confidential Information” of the Group means all know-how, trade secrets and other confidential or nonpublic information prepared for, by or on behalf of, or at any time prior to that time wasin the possession of, a customer of any member of the ARS Group, including (i) nonpublic proprietary information, (ii) other information derived from reports, investigations, research, studies, work in progress, codes, marketing, sales or requestservice programs, advise capital expenditure projects, cost summaries, equipment, product or suggest system designs or drawings, pricing or other formulae, contract analyses, financial information, projections, customer lists, agreements with vendors, joint venture agreements, confidential filings with any agency, court or other governmental authority, (iii) any information which relates to any such person Project, and (iv) all other concepts, methods, techniques and processes of doing business, ideas or information that such person curtailcan be used in the operation of a business or other enterprise and is sufficiently valuable, cancel or withdraw its business from potentially valuable, and secret to afford an actual or potential economic advantage over others. Confidential Information does not include any information that currently is generally available to and generally known by the ARS Group; or (v) otherwise than on behalf of any member public or, through no fault of the ARS GroupExecutive, solicit hereafter becomes generally available to and generally known by the employment of, or induce or advise to leave the employ by any member of the ARS Group of, any person who at that time is employed on a full- or part-time basis by any member of the ARS Grouppublic.

Competition and Confidentiality. (a) The Employee acknowledges that: (i) Seller Parties acknowledge and agree that the CompanySeller is selling all of the Purchased Assets, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts that the Business offers products and services throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that supportNorth America. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or period beginning on the period of 730 consecutive days after Closing Date and ending on the first to occur fifth anniversary of the expiration of Closing Date (the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a“Non-Competition Period”), neither the Seller Parties nor any Affiliate thereof (c)each, (da “Restricted Party”) shall, within North America, directly or (e) (the "Post-employment Restricted Period"): (i) accept employment with or render service to any person, firm or corporation that is engaged in a business directly competitive with the Businessindirectly, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (A) the citycapacity, town or village in which that service facility is locatedrender services, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers); (ii) directly or indirectly own, finance or controlengage, or participate have a financial interest in the ownership or control of, or be connected (including as a principalshareholder, agentmember, representative, consultant, advisor, investorpartner, owner, partnerlender, financier, manager or joint venturer withcreditor, or permit his name to be used by or in connection withsimilar capacity), any business or enterprise directly competitive with the Business (provided, however, that the Employee may invest as an investor in the voting securities of any person that which is a reporting company under the Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount of those securities the Employee owns directly or indirectly is less than five percent of the total outstanding voting securities of that person and (B) the Employee has no other affiliation with that person); (iii) call on, solicit or perform services forengaged, directly or indirectly, anywhere in North America in the provision of nurse staffing and related consulting services (the “Restricted Business”), nor shall any Restricted Party assist any Person, or aidhave a business affiliation with any Person, directly that shall be engaged in any such business activities, including making available any information or indirectlyfunding to any such Person. During the Non-Competition Period, no Restricted Party shall (i) hire or solicit any other personemployee of the Restricted Business for the purposes of having any such employee terminate his or her employment with the Restricted Business, entity or organization (ii) solicit any customer or supplier of the Restricted Business (or any prospective customer or supplier) for the purposes of having any such customer or supplier terminate its relationship with the Restricted Business or for purposes of competing with the Restricted Business. In addition, during the Non-Competition Period, each Restricted Party shall immediately inform any Person that makes a business-related inquiry about the Business that the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or geographical scope, such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this Section 6.2 has been negotiated by the Parties and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) No Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein. (c) Each Seller Party recognizes and acknowledges that by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a member valuable and unique asset to the Business and covenants that it will not allow the disclosure of the ARS Group) in calling on, soliciting or performing services for, directly or indirectly, any person that at that time is, such Trade Secrets to any Person for any reason whatsoever or at any time within whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or its Affiliates or such disclosure is required by applicable Law. (d) The terms of this Section 6.2 shall apply to any Restricted Party that is not one year prior of the Parties to that time wasthe same extent as if it were a party hereto, a customer and each Seller Party shall take whatever actions may be necessary to cause any of its controlled Affiliates to adhere to the terms of this Section 6.2 (e) In the event of any member breach or threatened breach by any Restricted Party of any provision of this Section 6.2, the Buyer shall be entitled to injunctive or other equitable relief (without being required to post any bond or security of any type), restraining such party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the ARS Group obligations of a Restricted Party under this Section 6.2, and no Restricted Party shall oppose the Buyer’s application for such injunctive or any prospective customer that had or, other equitable relief. Notwithstanding anything in this Agreement to the knowledge contrary, such relief shall be in addition to and not in lieu of the Employeeany other remedies that may be available, was about to receive a business proposal from any member of the ARS Group, including an action for the purpose recovery of soliciting or selling any product or service in competition with the ARS Group; Damages. (ivf) accept (otherwise than The Seller, on behalf of itself and the other Restricted Parties, hereby acknowledges and agrees that the covenants contained in this Section 6.2 are a member material and substantial part of the ARS Group)Transactions and are entered into in connection with, directly or indirectlyand as an inducement to, the business of any person that at that time is, or at any time prior to that time was, a customer of any member acquisition by the Buyer of the ARS Group, or request, advise or suggest to any such person that such person curtail, cancel or withdraw its business from Purchased Assets and the ARS Group; or (v) otherwise than on behalf of any member of the ARS Group, solicit the employment of, or induce or advise to leave the employ by any member of the ARS Group of, any person who at that time is employed on a full- or part-time basis by any member of the ARS GroupBusiness.

Competition and Confidentiality. (a) The Employee acknowledges that: (i) the Company, the Company's subsidiaries and other businesses the Company controls (alone or in common with one or more other persons, entities or organizations) or hereafter acquires (collectively, the "ARS Group") are engaged in the business of providing (A) comprehensive maintenance, repair and replacement services for heating, ventilating and air conditioning, plumbing, electrical, indoor air quality and other systems and major appliances in personal residences and commercial, industrial and institutional facilities (including, in the case of those facilities, building automation, lighting, remote monitoring and refrigerant retrofitting services) and (B) new installations of those systems and appliances in those residences and facilities under construction (including the design and building of retrofit systems for major expansion or renovation projects relating to those residences and facilities)(collectively, the "Business"); (ii) the ARS Group conducts the Business throughout the United States; (iii) the Employee's work for the Company has given and will continue to give the Employee the trade secrets of and other confidential information concerning the Company and the other members of the ARS Group; (iv) the Employee's covenants in this Section 5 are essential to protect the Business and the goodwill of the ARS Group; and (v) the Employee has the means to support himself and his dependents other than by engaging in the Business in contravention of this Section 5, and this Section 5 will not impair his ability to provide that support. Accordingly, the Employee covenants that he will not, at any time during the Employment Term or the period of 730 consecutive days after the first to occur of the expiration of the Employment Term or the termination of the Employee's Employment pursuant to Section 6(a), (c), (d), (e) or (ef) (the "Post-employment Restricted Period"): (i) accept employment with or render service to any person, firm or corporation that is engaged in a business directly competitive with the Business, in any case in any Territory surrounding any service facility of the ARS Group (the "Territory" surrounding any service facility means (A) the city, town or village in which that service facility is located, (B) the county or parish 3 in which that service facility is located, (C) the counties or parishes contiguous to the county or parish in which that service facility is located, (D) the area located within 50 miles of that service facility, (E) the area located within 100 miles of that service area and (F) the area in which that service facility regularly provides services at the locations of its customers); (ii) directly or indirectly own, finance or control, or participate in the ownership or control of, or be connected as a principal, agent, representative, consultant, advisor, investor, owner, partner, financier, manager or joint Dunn - ▇irst Amended Employment Agreement 3 venturer with, or permit his name to be used by or in connection with, any business or enterprise directly competitive with the Business (provided, however, that the Employee may invest as an investor in the voting securities of any person that is a reporting company under the Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount of those securities the Employee owns directly or indirectly is less than five percent of the total outstanding voting securities of that person and (B) the Employee has no other affiliation with that person); (iii) call on, solicit or perform services for, directly or indirectly, or aid, directly or indirectly, any other person, entity or organization (other than a member of the ARS Group) in calling on, soliciting or performing services for, directly or indirectly, any person that at that time is, or at any time within one year prior to that time was, a customer of any member of the ARS Group or any prospective customer that had or, to the knowledge of the Employee, was about to receive a business proposal from any member of the ARS Group, for the purpose of soliciting or selling any product or service in competition with the ARS Group; (iv) accept (otherwise than on behalf of a member of the ARS Group), directly or indirectly, the business of any person that at that time is, or at any time prior to that time was, a customer of any member of the ARS Group, or request, advise or suggest to any such person that such person curtail, cancel or withdraw its business from the ARS Group; or (v) otherwise than on behalf of any member of the ARS Group, solicit the employment of, or induce or advise to leave the employ by any member of the ARS Group of, any person who at that time is employed on a full- or part-time basis by any member of the ARS Group. Notwithstanding the foregoing, if the Employment Term expires pursuant to Section 4 and the Employee's Employment thereafter continues on an at-will basis for a period of more than 365 consecutive days, then the Post-employment Restricted Period will end on the 366th day following the subsequent termination of the Employee's Employment.