Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the third anniversary thereof (the "Non-Competition Period"), none of the Seller Parties nor any Affiliates of a Seller Party (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer or its subsidiaries. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the third fifth anniversary thereof (the "Non-Competition Period"), none neither Company, either individually or collectively, shall, and each Company shall use commercially reasonable efforts not to allow any of the Seller Parties nor any such Company's subsidiaries or controlled Affiliates of a Seller Party (each, a "Restricted Party") shallto, within North Americaanywhere in the world, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of as it exists on the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereofClosing Date, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non-Non- Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer or its subsidiariesBusiness. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 6.2 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the third anniversary thereof (the "Non-Competition Period"), none of the no Seller Parties Party (nor any Affiliates direct or indirect subsidiary thereof) nor any Affiliate of a Seller Party Bertolon (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) at any time during the past 12 months immediately preceding from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer or its subsidiaries. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiryBusiness. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. For purposes of this Section 6.5, the historical and current business activities of NECX Direct, LLC shall not be deemed to be a business that is competitive with any business activities that have constituted a part of the Business at any time during the past 12 months from the date hereof. Nothing in this Agreement shall be deemed to prohibit, or in any way limit, NECX Direct, LLC from engaging in those business activities in which it was engaged as of the date hereof. In addition, in no event shall Gateway Companies, Inc. or any of its subsidiaries be deemed to be subject to, or in any way bound by, the provisions of this Agreement.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the third fifth anniversary thereof (the "Non-Competition Period"), none of the Seller Parties nor any Affiliates of a Seller Party (each, a "Restricted Party") shallshall not, within North AmericaAmerica or Mexico, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereofBusiness, nor shall any Restricted Party Seller assist any Person that shall be is -33- 39 engaged in in, any such business activitiesactivities (other than as contemplated by the Transitional Services Agreement), including by making available any information or funding to any such Person; providedPerson any information related to the Company. Notwithstanding the foregoing, however, the ownership of an interest in any Person that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the issued and outstanding securities sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any publicly traded companyof its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. During In addition, during the Non-Competition Period, no Restricted Party the Seller shall not solicit any employee of the Business hired by the Buyer Company for the purposes of having any such employee terminate his or her employment with the Buyer or its subsidiaries. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiryCompany. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Lawlaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Lawlaw. Each Restricted Party The Seller acknowledges, however, that this SECTION 5.7 Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the BusinessCompany and the Seller hereunder.

Competition and Confidentiality. (a) During The Seller Parties acknowledge and agree that the Seller is selling all of the Purchased Assets, and that the Business offers products and services throughout North America. Accordingly, during the period beginning on the Closing Date and ending on the third fifth anniversary thereof of the Closing Date (the "“Non-Competition Period"”), none of neither the Seller Parties nor any Affiliates of a Seller Party Affiliate thereof (each, a "“Restricted Party"”) shall, within North America, directly or indirectly, in any capacity, render services, engage engage, or have a financial interest inin (including as a shareholder, member, partner, owner, lender, creditor, or similar capacity), any business that shall be competitive with any or enterprise which is engaged, directly or indirectly, anywhere in North America in the provision of those business activities that have constituted part of nurse staffing and related consulting services (the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereof“Restricted Business”), nor shall any Restricted Party assist any Person Person, or have a business affiliation with any Person, that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall (i) hire or solicit any employee of the Restricted Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer Restricted Business, or (ii) solicit any customer or supplier of the Restricted Business (or any prospective customer or supplier) for the purposes of having any such customer or supplier terminate its subsidiariesrelationship with the Restricted Business or for purposes of competing with the Restricted Business. In addition, during the Non-Competition Period, each Restricted Party shall immediately shall inform any Person that inquires makes a business-related inquiry about the Business that it the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or spacegeographical scope, the court such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 Section 6.2 has been negotiated by the Parties and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the third anniversary thereof (the "Non-Competition Period"), none of the no Seller Parties Party nor any Affiliates Affiliate of a Seller Party (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) at any time during the past 12 months immediately preceding from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 Section 6.5(a) shall prohibit any Restricted Party from owning up to 5% of the issued and outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer or its subsidiariesBuyer. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business.