Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s (or Affiliate’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee’s employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his her obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his her promises and agreements contained in the following paragraph. Accordingly, Employee agrees that, that during his her employment with Employer, and for a period of six (6) months thereafter with respect to the prohibitions described in (i) and (ii) below, and one (1) year thereafterthereafter with respect to the prohibition described in (iii) below, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his her own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes competes, in a material manner manner, with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s 's (or its Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) an Affiliate during the term of Employee’s 's employment with EmployerEmployer or such Affiliate; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) any Affiliate to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives is entitled to receive the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee also acknowledges and agrees that the services he will be performing for Employer, and the Confidential Information and Training he will be provided, may relate to Employer's, and its Affiliate's, strategies, processes and operations throughout the United States and may not be limited to any specific United States geographic location within which TXU Corp., or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i1) engage or participate in a business which competes is engaged in, or conducts, a business which competes, in a material manner manner, with the business of Employer or any of its Affiliates; (ii2) contact, solicit or attempt to solicit the business or patronage of any of Employer’s 's (or an Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee’s 's employment with Employer; or (iii3) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her his employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s 's (or Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee’s 's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s the Company's (or Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee’s 's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s the Company's (or Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee’s 's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes competes, and in a material manner manner, with Employer or any of its Affiliates; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s 's (or Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee’s 's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate)Employer. Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives is entitled to receive the payments and benefits provided for in Section 5 6 or 6 7 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: -------------------------------- (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse, global energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business abusiness which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employer’s the Company's (or Affiliate’s's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee’s 's employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1a) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use During the term of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee Newco agrees that, during his employment with Employer, and for a period of one (1) year thereafter, Employee that it shall not, directly or indirectly, either through one or more subsidiaries, engage or have an interest, alone or in association with others, as an employeea partner or stockholder or through the investment of capital, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, directorlending of money or property, or otherwise, in any business that competes with the products and services provided by MxXxxx and its subsidiaries (other individual or representative capacitythan the Directory Publisher and its subsidiaries) as of the Effective Date; PROVIDED, either however, that it shall not be a violation of this Subsection 10.2(a) for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer Newco or any of its Affiliates; subsidiaries to invest in, own an interest in or acquire, in a single transaction or a series of transactions, all or a majority of the equity interests in, or assets of, any person whose primary business is not the provision of any voice or data telecommunications service (including, without limitation, competitive local exchange carriers, long-distance service providers and the Bell companies) or dial Internet access services. Through the first anniversary of the Effective Date, Newco shall not, directly or indirectly, through one or more of its subsidiaries, on behalf of itself or any other person, (i) recruit or otherwise solicit or induce any person who is an employee as to whom the employer is exempt from legal obligations to pay overtime (referred to as an "exempt employee") of MxXxxx or any of its subsidiaries (other than the Directory Publisher and its subsidiaries) or any of their successors to terminate his or her employment relationship with MxXxxx or its subsidiaries (other than the Directory Publisher and its subsidiaries) or (ii) contactoffer employment to or employ a person who is at that time an exempt employee of MxXxxx or its subsidiaries (other than the Directory Publisher and its subsidiaries) or who was such an employee within ninety days of the time of such offer of employment. The foregoing shall not, solicit however, prohibit Newco or attempt to solicit the business or patronage of any of Employer’s (or Affiliate’s) customers, or prospective customers, or its subsidiaries from publishing any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term general public solicitation of Employee’s employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 aboveopportunities.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. “Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employerthe Company’s (or Affiliate’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee’s employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 10.1 or 6 10.2 above.

Non-Compete and Non-Solicitation. Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employerthe Company, Employee will gain Training and access to Confidential Information regarding Employer the Company and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer the Company and/or its Affiliates or customers would be detrimental to the business interests of Employer the Company and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee acknowledges and agrees further that the Company is a diverse energy company and that, based on the nature and size of the Company and the scope of its operations, the areas in which the Company competes are not limited. Employee also acknowledges and agrees that the services he will be performing for the Company, and the Confidential Information and Training he will be provided, relate to the world-wide operations of the Company and its Affiliates, and will not be limited to any specific geographic location within which the Company, or any of its Affiliates, conducts business. Employee agrees that, during his employment with Employerthe Company, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, either as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes in a material manner with Employer the Company or any of its AffiliatesAffiliates in any geographic location in which the Company conducts business; (ii) contact, solicit or attempt to solicit the business or patronage of any of Employerthe Company’s (or Affiliate’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer the Company (or its Affiliates) during the term of Employee’s employment with Employerthe Company; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer the Company (or an Affiliate) to terminate his/her employment with Employer the Company (or such Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above shall apply following the termination of this Agreement only if Employee receives the payments and benefits provided for in Section 5 or 6 above.