Common use of Non-Solicitation of Customers and Prospective Customers Clause in Contracts

Non-Solicitation of Customers and Prospective Customers. Executive agrees that during Executive’s employment by the Company, other than in the proper performance of Executive’s employment duties for the Company, and for the Non-Solicitation Period (defined above), Executive shall not directly or indirectly, on behalf of Executive or any other person, company, or entity, alone or in concert with others, solicit, persuade, induce, encourage, divert, or attempt to solicit, persuade, induce, encourage, or divert, or otherwise accept business from, any Customer or Prospective Customer of the Company with whom Executive had “material contact” for the purpose of providing products or services that are competitive with those offered by the Company in the Company’s Business. For purposes of this Agreement, Executive is deemed to have had “material contact” with any Customer (defined below) or Prospective Customer (defined below) of the Company if, in the twenty-four (24) months prior to the cessation of Executive’s employment with the Company, the Customer or Prospective Customer is one: (i) with whom or which Executive dealt on behalf of the Company; (ii) whose dealings with the Company were coordinated or supervised by Executive; (iii) about whom Executive obtained Confidential Information and Trade Secrets in the ordinary course of business as a result of Executive’s employment with the Company; or (iv) who receives products or services authorized by the Company, the sale or provision of which resulted in compensation, commissions, or earnings for Executive within the twenty-four (24) months prior to the cessation of Executive’s employment.

Non-Solicitation of Customers and Prospective Customers. Executive agrees that during Executive’s employment by the Company, other than in the proper performance of Executive’s employment duties for the Company, and for the Non-Solicitation Period (defined above), Executive shall not directly or indirectly, on behalf of Executive or any other person, company, or entity, alone or in concert with others, solicit, persuade, induce, encourage, divert, or attempt to solicit, persuade, induce, encourage, or divert, or otherwise accept business from, any Customer or Prospective Customer of the Company with whom Executive had “material contact” for the purpose of providing products or services that are competitive with those offered by the Company in the Company’s Business. For purposes of this Agreement, Executive is deemed to have had “material contact” with any Customer (defined below) or Prospective Customer (defined below) of the Company if, in the twenty-four (24) months prior to the cessation of Executive’s employment with the Company, the Customer or Prospective Customer is one: (i) with whom or which Executive dealt on behalf of the Company; (ii) whose dealings with the Company were coordinated or supervised by Executive; (iii) about whom Executive obtained Confidential Information and Trade Secrets in the ordinary course of business as a result of Executive’s employment with the Company; or (iv) who receives products or services authorized by the Company, the sale or provision of which resulted in compensation, commissions, or earnings for Executive within the twenty-four (24) months prior to the cessation of Executive’s employment. A “Customer” is a person or entity that has agreed, verbally or in writing, to purchase goods or services from the Company or has purchased goods or services from the Company in the twenty-four (24) months preceding the cessation of Executive’s employment with the Company.