Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.
Covenant Not to Compete (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non- Competition Area"); and (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (A) the banking or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment, in the case of a voluntary termination without Good Reason; or (iii) in all other cases, the date of Executive's termination of employment.
Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.
Restriction on Competition (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"): (i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment; (ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge. (b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions. (d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Competition By accepting this Contract, Contractor agrees that no collusion or other restraint of free competitive bidding, either directly or indirectly, has occurred in connection with this award by the Division of Purchases.