Common use of Covenants Not to Compete Clause in Contracts

Covenants Not to Compete. 2.1 In order to protect the goodwill and unique qualities of the System and the confidentiality and value of the Trade Secrets, and in consideration for the disclosure to Covenantor of the Trade Secrets, Covenantor further agrees and covenants that while employed by Developer Covenantor will not: a. Divert, or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants to any competitor. b. Employ, or seek to employ, any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such person to leave that person's employment, except as may occur in connection with Developer's employment of such person if permitted under the Development Agreement. c. Except with respect to Restaurants described in the Development Agreement and other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity, without the prior written consent of Licensor, own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that serves alcoholic beverages through a full-service bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which Licensor has used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks. 2.2 In further consideration for the disclosure to Covenantor of the Trade Secrets and to protect the uniqueness of the System, Covenantor agrees and covenants that for one (1) year following the earlier of the expiration, termination or transfer of all of Developer's interest in the Development Agreement or the termination of Covenantor's employment by or association with Developer, Covenantor will not without the prior written consent of Licensor: a. Divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants to any competitor. b. Employ or seek to employ any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such persons to leave that person's employment. c. Except with respect to other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that serves alcoholic beverages through a full-service bar, which business is, or is intended to be, located within the Territory, as such term is defined in the Development Agreement (and as described in an attachment thereto), or within a fifteen (15)-mile radius of the location of any O'Charley's restaurant or food service facility in existence or under construction (or where land has been purchased or a lease executed for the construction of an O'Charley's restaurant or other food service facility) as of the earlier of (i) the expiration or termination of, or the transfer of all of Developer's interest in, the Development Agreement; or (ii) the time Covenantor ceases to be employed by or associated with Developer, as applicable.

Covenants Not to Compete. 2.1 In order to protect the goodwill and unique qualities of the System and the confidentiality and value of the Trade Secrets, and in consideration for the disclosure to Covenantor of the Trade Secrets, Covenantor further agrees and covenants that while employed by Developer Operator Covenantor will not: a. Divertdivert, or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants Operator's Restaurant to any competitor.; b. Employemploy, or seek to employ, any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such person to leave that person's employment, employment except as may occur in connection with DeveloperOperator's employment of such person if permitted under the Development Operating Agreement.; or c. Except except with respect to Restaurants the Restaurant described in the Development Operating Agreement and other restaurants operated under operating agreements between Developer Operator and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, limited liability company, association, corporation, trust, unincorporated association, joint venture or other Entity, without the prior written consent of Licensor, own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any restaurant business that operates is of a character and concept similar to the Restaurant, including, without limitation, a full service, service varied menu, menu casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that which serves alcoholic beverages through a full-service bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which Licensor has used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks. 2.2 In further consideration for the disclosure to Covenantor of the Trade Secrets and to protect the uniqueness of the System, Covenantor agrees and covenants that for one (1) year following the earlier of the expiration, termination or transfer of all of DeveloperOperator's interest in the Development Operating Agreement or the termination of Covenantor's employment by or association with DeveloperOperator, Covenantor will not without the prior written consent of Licensor: a. Divert divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants Restaurant to any competitor.; b. Employ employ, or seek to employ employ, any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, Licensor or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such persons to leave that person's employment.; or c. Except except with respect to other restaurants operated under operating agreements between Developer Operator and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of or in conjunction with any person, persons, partnership, corporation, limited liability company, association, corporation, trust, unincorporated association, joint venture or other Entity own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any restaurant business that operates is of a character and concept similar to the Restaurant, including, without limitation, a full service, service varied menu, menu casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that which serves alcoholic beverages through a full-service bar, which business is, or is intended to be, located within the TerritoryLocation, as such term is defined in the Development Operating Agreement (and as described in an attachment thereto), or within a fifteen (15)-mile radius of the location of any O'Charley's restaurant or food service facility in existence or under construction (or where land has been purchased or a lease executed for the construction of an O'Charley's restaurant or other food service facility) as of the earlier of (i) the expiration or termination of, or the transfer of all of DeveloperOperator's interest in, in the Development Operating Agreement; or (ii) the time Covenantor ceases to be employed by or associated with DeveloperOperator, as applicable.

Covenants Not to Compete. 2.1 In order to protect the goodwill and unique qualities The term of the System following covenants and agreements shall be five years following the confidentiality and value date of this Agreement, except that the Trade Secretsterm shall be four years following the date of this Agreement with respect to technology transfers to the ▇▇▇▇ Joint Venture (as defined in the Purchase Agreement): (a) AFC agrees that it shall not, and in consideration for the disclosure to Covenantor of the Trade Secrets, Covenantor further agrees and covenants that while employed by Developer Covenantor will not: a. Diverteither itself, or attempt to divertthrough an affiliate, in any manner, directly or indirectly, in any businessRestricted Market (as defined below), business opportunity (i) sell Coated Products (as defined below) into the touch and micro display glass market, and (ii) transfer (whether by sale, assignment, license or customer of otherwise) any know-how related to the Restaurants touch and micro display glass market to any competitor. b. Employ, or seek to employ, any person who is at the time a third party (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such person to leave that person's employment, except as may occur in connection with Developer's employment the sale of such person if permitted under Deposition Equipment in compliance with paragraph (b) below) (collectively, the Development Agreement. c. Except with respect to Restaurants described "Competitive Activities"). Without limiting the generality of the foregoing, AFC agrees that it shall not, either itself, or through an affiliate, in the Development Agreement and other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliatesany manner, directly or indirectly, for Covenantor act as an agent of or throughdirector, on behalf consultant or advisor to, or own, operate or control, or participate in the ownership, operation or control of, or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity, without the prior written consent of Licensor, own, maintain, operate, engage in or have any financial interest in, or beneficial interest in act as a distributor for, or disclose any customer lists, vendor lists or other proprietary or confidential information to, or otherwise provide any assistance to (including by diverting or attempting to divert actual or potential customers of IP to), any interest in corporationsperson, partnershipsfirm, limited liability companies, associations, trusts, unincorporated associations, joint ventures corporation or other entities), advise, assist or make loans to, any business entity that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that serves alcoholic beverages through a full-service bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which Licensor has used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks. 2.2 In further consideration for the disclosure to Covenantor of the Trade Secrets and to protect the uniqueness of the System, Covenantor agrees and covenants that for one (1) year following the earlier of the expiration, termination or transfer of all of Developer's interest in the Development Agreement or the termination of Covenantor's employment by or association with Developer, Covenantor will not without the prior written consent of Licensor: a. Divert or attempt to divertinvolved, directly or indirectly, in any businessCompetitive Activities in any Restricted Market (each, business opportunity a "Competitor") or customer any affiliate of a Competitor. Nothing contained in this Agreement shall prohibit AFC from acquiring not more than 5% of the Restaurants to outstanding shares of any competitorequity security of a Competitor listed for trading on the New York Stock Exchange, the American Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotation System. b. Employ or seek to employ any person who is at (b) Without limiting the time (or has been within generality of the preceding six (6) months) employed by Licensorforegoing, AFC agrees that it shall not, either itself, or through an affiliate, in any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such persons to leave that person's employment. c. Except with respect to other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliatesmanner, directly or indirectly, for Covenantor or through, on behalf of or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that serves alcoholic beverages through a full-service bar, which business is, or is intended to be, located within the Territory, as such term is defined in the Development Agreement (and as described in an attachment thereto), or within a fifteen (15)-mile radius of the location of any O'Charley's restaurant or food service facility in existence or under construction (or where land has been purchased or a lease executed for the construction of an O'Charley's restaurant or other food service facility) as of the earlier of Restricted Market: (i) solicit the expiration sale of Deposition Equipment unless AFC knows or termination of, or the transfer of all of Developer's interest in, the Development Agreementreasonably believes that a specific customer is seeking to purchase such Deposition Equipment; or and (ii) manufacture or sell Deposition Equipment designed to manufacture Coated Products for the time Covenantor ceases primary purpose of touch panels unless AFC has first attempted to involve IP, such that IP can attempt to structure a transaction in which both IP and AFC are involved, but that if after 30 days following AFC's notification to IP regarding a specific customer, that specific customer does not indicate an interest in a transaction including both AFC and IP, AFC will be free to manufacture and sell Deposition Equipment to that specific customer; and in the event that AFC sells Deposition Equipment to a customer where AFC is aware that the equipment will be used to produce product for touch panels as a nonprimary product, AFC will inform IP of such sale. (c) For the purposes of this Agreement, "Coated Products" means any coated glass for touch screen or micro display applications, "Restricted Market" means the entire world, and "Deposition Equipment" means deposition equipment to be employed used for the manufacture of Coated Products or any level of products and components manufactured and/or sold by or associated with Developer, as applicableIP for touch panel applications in addition to Coated Products.

Covenants Not to Compete. 2.1 In order Except in connection with his performance of services for the Broadway Ticketing Division or any HMC Entity and/or to protect the goodwill extent otherwise expressly permitted herein, at all times while the Employee is employed by the Broadway Ticketing Division or any HMC Entity and unique qualities for a period of (i) one (1) year immediately following termination of the System and Employee’s employment with the confidentiality and value Broadway Ticketing Division or any HMC Entity, if such termination is without Cause (as defined in Section 12(b) below), or (ii) two (2) years immediately following termination of the Trade SecretsEmployee’s employment with the Broadway Ticketing Division or any HMC Entity for Cause or in the event of termination of employment by the Employee for any reason, and in consideration for the disclosure to Covenantor of the Trade Secrets, Covenantor further agrees and covenants that while employed by Developer Covenantor will Employee shall not: a. Divert, or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants to any competitor. b. Employ, or seek to employ, any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such person to leave that person's employment, except as may occur in connection with Developer's employment of such person if permitted under the Development Agreement. c. Except with respect to Restaurants described in the Development Agreement and other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity, without the prior written consent of Licensor, own, maintain, operate, engage in or have any financial interest in, or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut saladsrender services (whether or not for compensation, and that serves alcoholic beverages through whether as a full-service bardirector, and which business is located within the United Statesofficer, its territories managing member, partner, shareholder, creditor, employee, agent, advisor or commonwealths, consultant) to or for any other country, province, state or geographic area in which Licensor has used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks. 2.2 In further consideration for the disclosure to Covenantor of the Trade Secrets and to protect the uniqueness of the System, Covenantor agrees and covenants that for one (1) year following the earlier of the expiration, termination or transfer of all of Developer's interest in the Development Agreement or the termination of Covenantor's employment by or association with Developer, Covenantor will not without the prior written consent of Licensor: a. Divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants to any competitor. b. Employ or seek to employ any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such persons to leave that person's employment. c. Except with respect to other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of or in conjunction with any person, persons, partnershipsole proprietorship, corporation, company, limited liability company, partnership, association, trust, unincorporated association, joint venture or business or any other Entity ownperson or entity (whether as an employee, maintainofficer, operatedirector, engage partner, shareholder, managing member, venturer, agent, security or equity holder, creditor, consultant or otherwise) that directly (or through any affiliated entity) competes or expects to compete with the Broadway Ticketing Division’s business anywhere in the United States, Canada or have Europe; provided, however, that this Section 9(a) shall not prohibit the Employee’s ownership, solely as an investment, of securities of any financial issuer that are registered under Section 12(b) or beneficial interest in (including any interest in corporations12(g) of the Securities Exchange Act of 1934, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut saladsamended, and that serves alcoholic beverages through a full-service bar, which business isare listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or is intended to beany similar system or automated dissemination of quotations of securities prices in common use, located within so long as the Territory, as Employee does not (A) directly or indirectly own (legally or beneficially) or control more than five percent (5%) of any class of capital stock or other equity of such term is defined in the Development Agreement (and as described in an attachment thereto)issuer, or within (B) control, acquire a fifteen controlling interest in or become a member of a group which exceeds such five percent (15)-mile radius 5%) ownership or exercises direct or indirect control of such issuer. For purposes hereof, the Broadway Ticketing Division’s business shall mean the on-line and off-line Broadway and off-Broadway ticketing of the location of Broadway Ticketing Division, any O'Charley's restaurant or food service facility in existence or under construction other live theater ticketing that the Broadway Ticketing Division has provided within six (or where land has been purchased or a lease executed for the construction of an O'Charley's restaurant or other food service facility6) as months of the earlier date of (i) termination of the expiration Employee’s employment, and any and all businesses operated by the Broadway Ticketing Division and its affiliates on the date of termination of the Employee’s employment. For purposes of this Agreement, HMC and its subsidiaries, together with any nonconsolidated businesses of HMC, including ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Netco Partners, are referred to herein as the “HMC Entities” or termination of, or the transfer of all of Developer's interest in, the Development Agreement; or (ii) the time Covenantor ceases to be employed by or associated with Developer, individually as applicablean “HMC Entity.”