Common use of Noncompetition Provision Clause in Contracts

Noncompetition Provision. In recognition of the highly competitive nature of the Corporation's business, you agree that (i) as long as you are an employee or officer of the Corporation and (ii) for two years after your termination of employment with the Corporation (unless your employment is terminated by the Corporation without cause, in which case this Section 14 shall not apply to competitive action occurring after the termination of your employment); (a) You will not, directly or indirectly (other than on behalf of the Corporation), as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, or have any connection with, any business located in the United States engaged in the production and marketing of manufactured homes and buses (other than on behalf of the Corporation). You agree not to supply competing products or provide competing services to any customer with whom the Corporation has done any business during your employment with the Corporation, whether as an officer, director, proprietor, employee, partner, or investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative. (b) You agree not to directly or indirectly induce employees of the Corporation to engage in any activity hereby prohibited to you or to terminate their employment with the Corporation. (c) If any one or more of the terms contained in this Section 14 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality and unenforceability shall not affect any other term therein, but such term shall be deemed deleted, and such deletion shall not affect the validity of the other terms of this Section 14 or any other Section of this Agreement, or your obligations under any other agreements with the Corporation. Alternatively, if any one or more of the terms contained in this Section 14 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity, that term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) You acknowledge that the Corporation's and its subsidiaries' trade secrets, private or secret processes as they exist form time to time and information concerning products, research and development data, market studies and forecasts, editorial redesign information, editorial source identification and compensation information, technical information, procurement and sales activities and procedures, promotion and pricing techniques, marketing arrangements and plans, business plans, the substance of agreements with customers or others, service and training programs and arrangements, customer lists and credit and financial data concerning customers (the "Proprietary Information") are valuable, special and unique assets of the Corporation and its subsidiaries, access to and knowledge of which will have been gained by virtue of your position and involvement with the Corporation. In light of the highly competitive nature of the industry in which the Corporation has conducted its business, you further agree that all Proprietary Information obtained by you as a result of such position or involvement shall be considered confidential. In recognition of this fact, you agree that you will not disclose any of such Proprietary Information to any person or other entity for any reason or purpose whatsoever, and you will not make use of any Proprietary Information for your own purposes or for the benefit of any person or other entity (except the Corporation) under any circumstances. (e) Upon your termination of employment with the Corporation, you will deliver to the Corporation all records, data and memoranda of every kind and character of the Corporation and all copies thereof which are in your possession or control, and which relate to your employment or to the activities of the Corporation or its subsidiaries or to any Proprietary Information, including but not limited to customer lists, editorial sources, drawings, prints, manuals, notebooks, reports and correspondence, other than employment related records and documents which you are entitled to keep. (f) Notwithstanding the provisions in the third paragraph of Section 2 of this Agreement to the contrary, you acknowledge and agree that the Corporation's remedy at law or through arbitration for a breach of any of the provisions of Section 14 would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by you of any provision of Section 14 of this Agreement, it is agreed that, in addition to any other remedies it may have, the Corporation shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Further, you acknowledge that the granting of a temporary injunction, or temporary restraining order would not be an adequate remedy upon breach or threatened breach of Section 14 hereof and consequently agree upon any such breach or threatened breach that the Corporation shall be entitled to the granting of injunctive relief prohibiting the sale of products and providing of services of the kind sold or provided by the Corporation. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach. This provision shall override the third paragraph of Section 2 of the Agreement for purposes of enforcing the Covenant not to Compete and Proprietary Information requirements set forth in this Section 14.

Noncompetition Provision. In recognition of the highly competitive nature of the Corporation's business, you agree that (i) as long as you are an employee or officer of the Corporation and (ii) for two years after your termination of employment with the Corporation (unless your employment is terminated by the Corporation without cause, in which case this Section 14 shall not apply to competitive action occurring after the termination of your employment); (a) You Subsidiary, Corporation, any subsidiaries and/or affiliated entities of Subsidiary and Corporation, and any shareholder thereof owing more than Ten percent (10%) of the outstanding shares of any or all of the foregoing (collectively referred to as "PBI Affiliates") each agree that they will notnot at any time within the 5-year period immediately following the Closing Date, directly or indirectly (other than on behalf of the Corporation), as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant or in any capacity whatsoeverindirectly, engage in, become financially interested in, or have any connection withinterest in any person, any firm, corporation, or business located in the United States engaged in the production and marketing of manufactured homes and buses (other than on behalf of the Corporation). You agree not to supply competing products or provide competing services to any customer with whom the Corporation has done any business during your employment with the Corporation, whether as an employee, officer, director, proprietoragent, employeesecurity holder, partner, or investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation)creditor, consultant, advisoror otherwise) that engages in any activity which activity is the same as, agent similar to, or sales representativecompetitive with any activity now engaged in by Subsidiary in any market or geographic location where Buyer or Subsidiary was doing business within the Five (5) years prior to the Closing Date, nor shall the PBI Affiliates, or any of them, solicit, or attempt to solicit, any employees or customers of Buyer or the PBI Affiliates for Five (5) years following the Closing Date. (b) You agree not The Parties intend that the covenants contained in the preceding portion of this Section shall be construed as a series of separate covenants, one for each county and city specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to directly or indirectly induce employees the covenant contained in the preceding Section. If, in any judicial proceeding, a court shall refuse to enforce any of the Corporation separate covenants deemed included in this Section, such unenforceable covenant shall be deemed limited or, at the option of Buyer, eliminated from these provisions for the purpose of those proceedings, to engage in any activity hereby prohibited the extent necessary to you permit the limited or remaining covenants to terminate their employment with the Corporationbe enforced. (c) If any one or more of the terms contained in this Section 14 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality and unenforceability shall not affect any other term therein, but such term shall be deemed deletedPBI Affiliates, and such deletion shall each of them, further agree not affect the validity of the other terms of this Section 14 or any other Section of this Agreementto divulge, or your obligations under any other agreements with the Corporation. Alternativelycommunicate, if any one or more of the terms contained in this Section 14 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity, that term shall be construed in a manner to enable it to be enforced use to the extent compatible with applicable law. (d) You acknowledge that the Corporation's and its subsidiaries' trade secrets, private or secret processes as they exist form time to time and information concerning products, research and development data, market studies and forecasts, editorial redesign information, editorial source identification and compensation information, technical information, procurement and sales activities and procedures, promotion and pricing techniques, marketing arrangements and plans, business plans, the substance detriment of agreements with customers or others, service and training programs and arrangements, customer lists and credit and financial data concerning customers (the "Proprietary Information") are valuable, special and unique assets of the Corporation and its subsidiaries, access to and knowledge of which will have been gained by virtue of your position and involvement with the Corporation. In light of the highly competitive nature of the industry in which the Corporation has conducted its business, you further agree that all Proprietary Information obtained by you as a result of such position or involvement shall be considered confidential. In recognition of this fact, you agree that you will not disclose any of such Proprietary Information to any person or other entity for any reason or purpose whatsoever, and you will not make use of any Proprietary Information for your own purposes Buyer or for the benefit of any other person or other entity (except the Corporation) under persons, or misuse in any circumstances. (e) Upon your termination way, any confidential information or trade secrets of employment with the Corporation, you will deliver to the Corporation all records, data and memoranda of every kind and character of the Corporation and all copies thereof which are in your possession or control, and which relate to your employment or to the activities of the Corporation or its subsidiaries or to any Proprietary InformationSubsidiary, including but not limited to personnel information, secret processes, know-how, customer lists, editorial sourcesrecipes, drawingsformulas, printsor other technical data. PBI Affiliates, manualsand each of them, notebooks, reports and correspondence, other than employment related records and documents which you are entitled to keep. (f) Notwithstanding the provisions in the third paragraph of Section 2 of this Agreement to the contrary, you acknowledge and agree that the Corporation's remedy at law any information or through arbitration for a breach of data it has acquired on any of the provisions these matters or items was received in confidence and as a fiduciary of Subsidiary. (d) Nothing in this Section 14 would be inadequate and8.4 shall act to prohibit Selling Parties from performing clinical trials or laboratory work for Selling Parties' Products, in recognition of this fact, in the event of a breach or threatened breach by you of any provision of Section 14 of this Agreement, it is agreed that, in addition to any other remedies it may have, the Corporation shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Further, you acknowledge that the granting of a temporary injunction, or temporary restraining order would not be an adequate remedy upon breach or threatened breach of Section 14 hereof and consequently agree upon any such breach or threatened breach that the Corporation shall be entitled to the granting of injunctive relief prohibiting nor prohibit the sale of products and providing such Products to companies which may compete with Buyer or Subsidiary or which may be customers or potential customers of services of the kind sold Buyer or provided by the Corporation. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach. This provision shall override the third paragraph of Section 2 of the Agreement for purposes of enforcing the Covenant not to Compete and Proprietary Information requirements set forth in this Section 14Subsidiary.

Noncompetition Provision. In recognition of the highly competitive nature of the CorporationCompany's business, you agree Employee agrees that (i) as long as you are Employee is an employee or officer of the Corporation Company and (ii) for two years after your Employee's termination of employment with the Corporation Company (unless your Employee's employment is terminated by the Corporation Company without cause, in which case this Section 14 2 shall not apply to competitive action occurring after the termination of your Employee's employment); (a) You Employee will not, directly or indirectly (other than on behalf of the CorporationCompany), as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, or have any connection with, any business located in the United States engaged in the production and marketing of manufactured homes and buses (other than on behalf of the CorporationCompany). You agree Employee agrees not to supply competing products or provide competing services to any customer with whom the Corporation Company has done any business during your his employment with the CorporationCompany, whether as an officer, director, proprietor, employee, partner, or investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporationCompany), consultant, advisor, agent or sales representative. (b) You agree Employee agrees not to directly or indirectly induce employees of the Corporation Company to engage in any activity hereby prohibited to you Employee or to terminate their employment with the CorporationCompany. (c) If any one or of more of the terms contained in this Section 14 2 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality and or unenforceable, such invalidity, illegality and unenforceability shall not affect any other term therein, but such term shall be deemed deleted, and such deletion shall not affect the validity of the other terms of this Section 14 2 or any other Section of this Agreement, or your Employee's obligations under any other agreements with the CorporationCompany. Alternatively, if any one or of more of the terms contained in this the Section 14 2 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity, that term therm shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) You acknowledge Employee acknowledges that the CorporationCompany's and its subsidiaries' trade secrets, private or secret processes as they exist form from time to time and information concerning products, research and development data, market studies and forecasts, editorial redesign information, editorial source identification and compensation information, technical information, procurement and sales activities and procedures, promotion and pricing techniques, marketing arrangements and plans, business plans, the substance of agreements with customers or othersother, service and training programs and arrangements, customer lists and credit and financial data concerning customers (the "Proprietary Information") are valuable, special and unique assets of the Corporation Company and its subsidiaries, access to and knowledge of which will have been gained by virtue of your Employee's position and involvement with the CorporationCompany. In light of the highly competitive nature of the industry in which the Corporation has Company conducted its business, you business Employee further agree agrees that all Proprietary Information obtained by you Employee as a result of such position or involvement shall be considered confidential. In recognition of this fact, you agree Employee agrees that you he will not disclose any of such Proprietary Information to any person or other entity for any reason or purpose whatsoever, and you Employee will not make use of any Proprietary Information for your Employee's own purposes or of for the benefit of any person or other entity (except the CorporationCompany) under any circumstances. (e) Upon your Employee's termination of employment with the CorporationCompany, you Employee will deliver to the Corporation Company all records, data and memoranda of every kind and character of the Corporation Company and all copies thereof which are in your Employee's possession or control, and which relate to your Employee's employment or to the activities of the Corporation Company or its subsidiaries or to any Proprietary Information, including but not limited to customer lists, editorial sources, drawings, prints, manuals, notebooks, reports and correspondence, other than employment related records and documents which you are Employee is entitled to keep. (f) Notwithstanding the provisions in the third paragraph of Section 2 of this Agreement to the contrary, you acknowledge Employee acknowledges and agree agrees that the CorporationCompany's remedy at law or through arbitration for a breach of any of the provisions of Section 14 2 would be inadequate andinadequate, and in recognition of this fact, in the event of a breach or threatened breach by you Employee of any provision of Section 14 2 of this Agreement, it is agreed that, in addition to any other remedies it may have, have the Corporation Company shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Further, you acknowledge Employee acknowledges that the granting of a temporary injunction, or temporary restraining order would not be an adequate remedy upon breach or threatened breach of Section 14 2 hereof and consequently agree agrees upon any such breach or threatened breach that the Corporation Company shall be entitled to the granting of injunctive relief prohibiting the sale of products and providing of services of the kind sold or provided by the CorporationCompany. Nothing herein contained shall be construed as prohibiting the Corporation Company from pursuing any other additional remedies available to it for such breach. This provision shall override the third paragraph of Section 2 of the Agreement for purposes of enforcing the Covenant not to Compete and Proprietary Information requirements set forth in this Section 14.