Common use of Soliciting Customers Clause in Contracts

Soliciting Customers. ▇▇▇▇▇ promises and agrees that he will not, during his engagement pursuant to the Consulting Agreement and for a period of one year following the termination or expiration, as applicable, of the Consulting Term under the Consulting Agreement, influence or attempt to influence any customers of MSC or any of its affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity which is currently or at that particular point in time in competition with (or has plans to engage in business which would be in competition with) the business of MSC or any of its affiliates. (For purposes of this Separation Agreement, a business in competition with MSC or its affiliates will be deemed to include (without limiting any other business in competition with MSC or its affiliates) any business which is engaged in the development, marketing and/or support of virtual product development tools for the computer-aided engineering marketplace (including, without limitation, simulation software and/or professional services).) ▇▇▇▇▇ acknowledges that during his employment with MSC, he was given access to Confidential Material of MSC and its affiliates, and that such Confidential Material constitutes MSC’s trade secrets. ▇▇▇▇▇ acknowledges and agrees that this restriction is necessary in order for MSC to preserve and protect its legitimate proprietary interest in its Confidential Material and trade secrets.

Soliciting Customers. ▇▇▇▇▇ promises and agrees that he will not, during his engagement pursuant to the Consulting Agreement and for a period of one year following the termination or expiration, as applicable, of the Consulting Term under the Consulting Agreementthereunder, influence or attempt to influence any customers of MSC or any of its affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity which is currently or at that particular point in time in competition with (or has plans to engage in business which would be in competition with) the business of MSC or any of its affiliates. (For purposes of this Separation Agreement, a business in competition with MSC or its affiliates will be deemed to include (without limiting any other business in competition with MSC or its affiliates) any business which is engaged in the development, marketing and/or support of virtual product development tools for the computer-aided engineering marketplace (including, without limitation, simulation software and/or professional services).) ▇▇▇▇▇ acknowledges that during his employment with MSC, he was given access to Confidential Material of MSC and its affiliates, and that such Confidential Material constitutes MSC’s trade secrets. ▇▇▇▇▇ acknowledges and agrees that this restriction is necessary in order for MSC to preserve and protect its legitimate proprietary interest in its Confidential Material and trade secrets.

Soliciting Customers. ▇▇▇▇▇▇▇ promises and agrees that he will not, during his engagement the period he is receiving Salary Continuation Payments pursuant to the Consulting Agreement and for a period of one year following the termination or expiration, as applicable, of the Consulting Term under the Consulting AgreementSection II.A. herein, influence or attempt to influence any customers of MSC or any of its affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity which is currently or at that particular point in time in competition with (or has plans known to ▇▇▇▇▇▇▇ (or which ▇▇▇▇▇▇▇ reasonably should know of) to engage in business which would be in competition with) the business of MSC or any of its affiliates. (For purposes of this Separation Agreement, a business in competition with MSC or its affiliates will be deemed to include (without limiting any other business in competition with MSC or its affiliates) any business which is engaged in the development, marketing and/or support of virtual product development tools for the computer-aided engineering marketplace (including, without limitation, simulation software and/or professional services).) ▇▇▇▇▇▇▇ acknowledges that during his employment with MSC, he was given access to Confidential Material of MSC and its affiliates, and that such Confidential Material constitutes MSC’s trade secrets. ▇▇▇▇▇▇▇ acknowledges and agrees that this restriction is necessary in order for MSC to preserve and protect its legitimate proprietary interest in its Confidential Material and trade secrets.

Soliciting Customers. ▇▇▇▇▇▇ promises and agrees that he will not, during his engagement pursuant to the Consulting Agreement and for a period of one year following the termination or expiration, as applicable, of the Consulting Term under the Consulting Agreementthereunder, influence or attempt to influence any customers of MSC or any of its affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity which is currently or at that particular point in time in competition with (or has plans to engage in business which would be in competition with) the business of MSC or any of its affiliates. (For purposes of this Separation Agreement, a business in competition with MSC or its affiliates will be deemed to include (without limiting any other business in competition with MSC or its affiliates) any business which is engaged in the development, marketing and/or support of virtual product development tools for the computer-aided engineering marketplace (including, without limitation, simulation software and/or professional services).) ▇▇▇▇▇▇ acknowledges that during his employment with MSC, he was given access to Confidential Material of MSC and its affiliates, and that such Confidential Material constitutes MSC’s trade secrets. ▇▇▇▇▇▇ acknowledges and agrees that this restriction is necessary in order for MSC to preserve and protect its legitimate proprietary interest in its Confidential Material and trade secrets.