Common use of COVENANTS - NON-COMPETE AND NON-SOLICITATION Clause in Contracts

COVENANTS - NON-COMPETE AND NON-SOLICITATION. 14.1 Subject to clause 14.3, each Shareholder shall not (and shall procure that its Affiliates shall not), without the prior written consent of the A and B Shareholders, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person, directly or indirectly: 14.1.1 carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with the Business as carried on at any time during the term of this Agreement (unless otherwise agreed by the Shareholders); 14.1.2 do or say anything which is harmful to the goodwill or reputation of the Business or any Group Company or which could reasonably lead a person who is dealing or has at any time during the term of this Agreement dealt with the Business or any Group Company to cease to deal with the Business or any Group Company on substantially equivalent terms to those previously offered or at all. 14.2 The restrictions contained in clause 14.1 shall apply to a Shareholder and its Affiliates until the end of the period of two years from the date on which such Shareholder ceases to be a party to this Agreement. 14.3 Nothing contained in clause 14.1 shall preclude or restrict a Shareholder or any of its Affiliates from: 14.3.1 subject to clause 14.4, acquiring control of a company or business which has as an incidental part of its activities an activity which would be prohibited by this clause (a “Competing Business Portion”); 14.3.2 holding not more than 5% of the issued share capital of any company which competes with the Business whose shares are listed on a recognised stock exchange; 14.3.3 offering any service or goods similar to those previously supplied as part of the Business but subsequently discontinued and not supplied by any Group Company at the time when the similar service or goods are offered; 14.3.4 continuing to carry on or be engaged, concerned or interested in any business or person that, prior to a change in the scope of the Business agreed in accordance with this Agreement, did not compete with the Business, but thereafter competes with the Business as a result of such modification; 14.3.5 in the case of Maple Holdings and its Affiliates, (i) conducting the business of Peet’s Coffee & Tea Inc. and Caribou Coffee Company, Inc. and their respective subsidiaries in the retail/fast moving consumer goods/out of home channels in the United States of America, Canada and Mexico and (ii) operating Coffee Shops anywhere in the world; 14.3.6 in the case of MDLZ and its Affiliates, the development, manufacturing, marketing and sales of chocolate beverages through multiple delivery systems, including on-demand brewing systems; 14.3.7 in the case of MDLZ and its Affiliates, conducting the business of ▇▇▇▇ ▇▇▇ Foods Corporation and its subsidiaries in South Korea in the ordinary course; 14.3.8 in the case of MDLZ and its Affiliates, until 2 July 2016, conducting the Royal Tea Blend business in Costa Rica and Nicaragua; 14.3.9 [Intentionally left blank]; 14.3.10 in the case of Maple Holdings and its Affiliates and MDLZ and its Affiliates, holding shares in JDE and conducting the business of JDE and its subsidiaries; and 14.3.11 in the case of (a) Maple Holdings and its Affiliates [ * * * ] and (b) MDLZ and its Affiliates from the earlier of (x) the expiry of a period of 18 months from the date of this Agreement and (y) [ * * * ], the development, manufacturing, marketing and sales of (i) on-demand brewing systems (whether done directly or indirectly, or through third parties) for the delivery of cold and ambient beverages of all kinds (other than Coffee Beverages and Tea Beverages) and (ii) products that are used in combination with such on-demand brewing systems under owned brands or brands licensed from third parties (other than Coffee Products and Tea Products), and (iii) related accessories, in each case in all distribution channels anywhere in the world. In the case of MDLZ and its Affiliates, for the purposes of this clause 14.3.11, the definitions of Coffee Beverages, Tea Beverages, Coffee Products and Tea Products shall not include powdered soft drinks products within the corresponding MDLZ category in existence as of the date of this Agreement, wherever those products may be sold from time to time.

COVENANTS - NON-COMPETE AND NON-SOLICITATION. 14.1 Subject to clause 14.3, each Shareholder shall not (and shall procure that its Affiliates shall not), without the prior written consent of the A and B Shareholders, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person, directly or indirectly: 14.1.1 carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with the Business as carried on at any time during the term of this Agreement (unless otherwise agreed by the Shareholders); 14.1.2 do or say anything which is harmful to the goodwill or reputation of the Business or any Group Company or which could reasonably lead a person who is dealing or has at any time during the term of this Agreement dealt with the Business or any Group Company to cease to deal with the Business or any Group Company on substantially equivalent terms to those previously offered or at all. 14.2 The restrictions contained in clause 14.1 shall apply to a Shareholder and its Affiliates until the end of the period of two years from the date on which such Shareholder ceases to be a party to this Agreement. 14.3 Nothing contained in clause 14.1 shall preclude or restrict a Shareholder or any of its Affiliates from: 14.3.1 subject to clause 14.4, acquiring control of a company or business which has as an incidental part of its activities an activity which would be prohibited by this clause (a “Competing Business Portion”); 14.3.2 holding not more than 5% of the issued share capital of any company which competes with the Business whose shares are listed on a recognised stock exchange; 14.3.3 offering any service or goods similar to those previously supplied as part of the Business but subsequently discontinued and not supplied by any Group Company at the time when the similar service or goods are offered; 14.3.4 continuing to carry on or be engaged, concerned or interested in any business or person that, prior to a change in the scope of the Business agreed in accordance with this Agreement, did not compete with the Business, but thereafter competes with the Business as a result of such modification; 14.3.5 in the case of Maple Holdings Oak and its Affiliates, (i) conducting the business of Peet’s Coffee & Tea Inc. and Caribou Coffee Company, Inc. and their respective subsidiaries in the retail/fast moving consumer goods/out of home channels in the United States of America, Canada and Mexico and (ii) operating Coffee Shops anywhere in the world; 14.3.6 in the case of MDLZ and its Affiliates, the development, manufacturing, marketing and sales of chocolate beverages through multiple delivery systems, including on-demand brewing systems; 14.3.7 in the case of MDLZ and its Affiliates, conducting the business of Ajinomoto General Foods, Inc. in Japan and ▇▇▇▇ ▇▇▇ Foods Corporation and its their respective subsidiaries in South Korea in the ordinary course, if in accordance with the terms of the Global Contribution Agreement they do not transfer to the Group; 14.3.8 in the case of MDLZ and its Affiliates, until 2 July 2016for a period of 12 months from Closing, conducting the Royal Tea Blend business in Costa Rica and Nicaragua; 14.3.9 [Intentionally left blank];in the case of MDLZ and its Affiliates, prior to the French Closing, conducting any activities in the Republic of France and the French overseas territories that would compete with the Business; and 14.3.10 in the case of Maple Holdings Oak and its Affiliates and MDLZ and its Affiliates, holding shares in JDE Keurig ▇▇ ▇▇▇▇▇▇ Inc. and conducting the business of JDE Keurig ▇▇ ▇▇▇▇▇▇ Inc. and its subsidiaries; and 14.3.11 in the case of (a) Maple Holdings and its Affiliates [ * * * ] and (b) MDLZ and its Affiliates from the earlier of (x) the expiry of a period of 18 months from the date of this Agreement and (y) [ * * * ], the development, manufacturing, marketing and sales of (i) on-demand brewing systems (whether done directly or indirectly, or through third parties) for the delivery of cold and ambient beverages of all kinds (other than Coffee Beverages and Tea Beverages) and (ii) products that are used in combination with such on-demand brewing systems under owned brands or brands licensed from third parties (other than Coffee Products and Tea Products), and (iii) related accessories, in each case in all distribution channels anywhere in the world. In the case of MDLZ and its Affiliates, for the purposes of this clause 14.3.11, the definitions of Coffee Beverages, Tea Beverages, Coffee Products and Tea Products shall not include powdered soft drinks products within the corresponding MDLZ category in existence as of the date of this Agreement, wherever those products may be sold from time to time.

COVENANTS - NON-COMPETE AND NON-SOLICITATION. 14.1 Subject to clause 14.3, each Shareholder shall not (and shall procure that its Affiliates shall not), without the prior written consent of the A and B Shareholders, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person, directly or indirectly: 14.1.1 carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with the Business as carried on at any time during the term of this Agreement (unless otherwise agreed by the Shareholders); 14.1.2 do or say anything which is harmful to the goodwill or reputation of the Business or any Group Company or which could reasonably lead a person who is dealing or has at any time during the term of this Agreement dealt with the Business or any Group Company to cease to deal with the Business or any Group Company on substantially equivalent terms to those previously offered or at all. 14.2 The restrictions contained in clause 14.1 shall apply to a Shareholder and its Affiliates until the end of the period of two years from the date on which such Shareholder ceases to be a party to this Agreement. 14.3 Nothing contained in clause 14.1 shall preclude or restrict a Shareholder or any of its Affiliates from: 14.3.1 subject to clause 14.4, acquiring control of a company or business which has as an incidental part of its activities an activity which would be prohibited by this clause (a “Competing Business Portion”); 14.3.2 holding not more than 5% of the issued share capital of any company which competes with the Business whose shares are listed on a recognised stock exchange; 14.3.3 offering any service or goods similar to those previously supplied as part of the Business but subsequently discontinued and not supplied by any Group Company at the time when the similar service or goods are offered; 14.3.4 continuing to carry on or be engaged, concerned or interested in any business or person that, prior to a change in the scope of the Business agreed in accordance with this Agreement, did not compete with the Business, but thereafter competes with the Business as a result of such modification; 14.3.5 in the case of Maple Holdings Oak and its Affiliates, (i) conducting the business of Peet’s Coffee & Tea Inc. and Caribou Coffee Company, Inc. and their respective subsidiaries in the retail/fast moving consumer goods/out of home channels in the United States of America, Canada and Mexico and (ii) operating Coffee Shops anywhere in the world; 14.3.6 in the case of MDLZ and its Affiliates, the development, manufacturing, marketing and sales of chocolate beverages through multiple delivery systems, including on-demand brewing systems; 14.3.7 in the case of MDLZ and its Affiliates, conducting the business of Ajinomoto General Foods, Inc. in Japan and ▇▇▇▇ ▇▇▇ Foods Corporation and its their respective subsidiaries in South Korea in the ordinary course, if in accordance with the terms of the Global Contribution Agreement they do not transfer to the Group; 14.3.8 in the case of MDLZ and its Affiliates, until 2 July 2016for a period of 12 months from Closing, conducting the Royal Tea Blend business in Costa Rica and Nicaragua; 14.3.9 [Intentionally left blank];in the case of MDLZ and its Affiliates, prior to the French Closing, conducting any activities in the Republic of France and the French overseas territories that would compete with the Business; and 14.3.10 in the case of Maple Holdings Oak and its Affiliates and MDLZ and its Affiliates, holding shares in JDE Maple and conducting the business of JDE Maple and its subsidiaries; and 14.3.11 in the case of (a) Maple Holdings and its Affiliates [ * * * ] and (b) MDLZ and its Affiliates from the earlier of (x) the expiry of a period of 18 months from the date of this Agreement and (y) [ * * * ], the development, manufacturing, marketing and sales of (i) on-demand brewing systems (whether done directly or indirectly, or through third parties) for the delivery of cold and ambient beverages of all kinds (other than Coffee Beverages and Tea Beverages) and (ii) products that are used in combination with such on-demand brewing systems under owned brands or brands licensed from third parties (other than Coffee Products and Tea Products), and (iii) related accessories, in each case in all distribution channels anywhere in the world. In the case of MDLZ and its Affiliates, for the purposes of this clause 14.3.11, the definitions of Coffee Beverages, Tea Beverages, Coffee Products and Tea Products shall not include powdered soft drinks products within the corresponding MDLZ category in existence as of the date of this Agreement, wherever those products may be sold from time to time.