Common use of Restricted Activity Clause in Contracts

Restricted Activity. (i) Except as provided for in Section 7(b)(iii), during the period that Participant is employed by the Company, and for one year following the Date of Termination (the “Non-Competition Period”), Participant shall not in any manner whatsoever during the Non-Competition Period and within the Territory either individually or in partnership or jointly or in conjunction with any other Person: (A) directly, or indirectly, carry on, engage in, be concerned with or interested in or participate in, any Competitive Business either alone, in partnership, jointly or in conjunction with any other Person; (B) directly, or indirectly, assist (as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, independent contractor, supplier, consultant, lender, guarantor, financier or in any other capacity whatever) any Person to carry on, engage in, be concerned with or interested in or participate in, a Competitive Business; or (C) have any direct or indirect interest or concern (as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, consultant, independent contractor or in any other capacity whatever) in or with any Person, if any part of the activities of such Person consists of carrying on, engaging in or participating in a Competitive Business. (ii) Except as provided for in Section 7(b)(iii), the Participant will not, without the prior consent of the Company, during the Non-Competition Period, either individually or as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, principal, agent, proprietor, trustee or investor or in any other manner whatsoever on his own behalf or on behalf of any other Person or entity: (A) directly or indirectly solicit, induce, assist, advise, endeavor to entice or encourage in any way, the departure from the Company, or in any way interfere with the Company’s relationships with any person, who (i) is an employee of the Company at the Date of Termination, or (ii) is a former employee of the Company unless such former employee shall not have been employed by the Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one-year period provided that any general media advertisement for employees with whom the Participant is associated shall not be deemed to be a breach hereof provided the Participant is not otherwise involved therewith, or (B) directly, or indirectly solicit any Customer; or (C) directly, or indirectly assist (be it as principal, beneficiary, servant, director, shareholder, partner, nominee, executor, trustee, agent, employee, independent contractor, supplier, consultant, lender, financier or in any other capacity whatever) any Person directly or indirectly to solicit any Customer; or (D) have any direct or indirect interest or concern (be it as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, consultant, independent contractor, supplier, creditor or in any other capacity whatever) in or with any Person if any of the activities of which Person consists of soliciting any Customer, if such solicitation is, directly or indirectly, intended to result in a sale or provision of any product or service to such Customer within the Territory that is competitive with any product or service forming a material part of the Business. (iii) Notwithstanding any provisions or restrictions contained in Sections 7(b)(i) and 7(b)(ii), nothing in this Agreement shall prohibit or restrict the Participant, as an investor, from holding 4.9% or less of the publicly traded stock or other securities of a corporation that carries on, engages in or participates in any Competitive Business so long as the Participant does not in fact have the power to control, or direct the management of, or is not otherwise engaged in activities with, or on behalf of or otherwise for the benefit of such Competitive Business. Moreover, Sections 7(b)(i) and 7(b)(ii) of this Agreement shall not apply to any products or services that, at the time that the Participant engages in any conduct prescribed by Sections 7(b)(i) and 7(b)(ii), the Company has permanently ceased from selling, distributing or rendering in the Territory.

Restricted Activity. (i) Except as provided for in Section 7(b)(iii8(b)(iii), during the period that Participant is employed by the Company, and for one year following the Date of Termination (the “Non-Competition Period”), Participant shall not in any manner whatsoever during the Non-Competition Period and within the Territory either individually or in partnership or jointly or in conjunction with any other Person: (A) directly, or indirectly, carry on, engage in, be concerned with or interested in or participate in, any Competitive Business either alone, in partnership, jointly or in conjunction with any other Person; (B) directly, or indirectly, assist (as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, independent contractor, supplier, consultant, lender, guarantor, financier or in any other capacity whatever) any Person to carry on, engage in, be concerned with or interested in or participate in, a Competitive Business; or (C) have any direct or indirect interest or concern (as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, consultant, independent contractor or in any other capacity whatever) in or with any Person, if any part of the activities of such Person consists of carrying on, engaging in or participating in a Competitive Business. (ii) Except as provided for in Section 7(b)(iii8(b)(iii), the Participant will not, without the prior consent of the Company, during the Non-Competition Period, either individually or as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, principal, agent, proprietor, trustee or investor or in any other manner whatsoever on his own behalf or on behalf of any other Person or entity: (A) directly or indirectly solicit, induce, assist, advise, endeavor to entice or encourage in any way, the departure from the Company, or in any way interfere with the Company’s relationships with any person, who (i) is an employee of the Company at the Date of Termination, or (ii) is a former employee of the Company unless such former employee shall not have been employed by the Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one-year period provided that any general media advertisement for employees with whom the Participant is associated shall not be deemed to be a breach hereof provided the Participant is not otherwise involved therewith, or (B) directly, or indirectly solicit any Customer; or (C) directly, or indirectly assist (be it as principal, beneficiary, servant, director, shareholder, partner, nominee, executor, trustee, agent, employee, independent contractor, supplier, consultant, lender, financier or in any other capacity whatever) any Person directly or indirectly to solicit any Customer; or (D) have any direct or indirect interest or concern (be it as principal, beneficiary, director, shareholder, partner, nominee, executor, trustee, agent, servant, employee, consultant, independent contractor, supplier, creditor or in any other capacity whatever) in or with any Person if any of the activities of which Person consists of soliciting any Customer, if such solicitation is, directly or indirectly, intended to result in a sale or provision of any product or service to such Customer within the Territory that is competitive with any product or service forming a material part of the Business. (iii) Notwithstanding any provisions or restrictions contained in Sections 7(b)(i8(b)(i) and 7(b)(ii8(b)(ii), nothing in this Agreement shall prohibit or restrict the Participant, as an investor, from holding 4.9% or less of the publicly traded stock or other securities of a corporation that carries on, engages in or participates in any Competitive Business so long as the Participant does not in fact have the power to control, or direct the management of, or is not otherwise engaged in activities with, or on behalf of or otherwise for the benefit of such Competitive Business. Moreover, Sections 7(b)(i8(b)(i) and 7(b)(ii8(b)(ii) of this Agreement shall not apply to any products or services that, at the time that the Participant engages in any conduct prescribed by Sections 7(b)(i8(b)(i) and 7(b)(ii8(b)(ii), the Company has permanently ceased from selling, distributing or rendering in the Territory.