Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement; (b) the headings of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (c) the word "including" (

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether as principal, agent, partner, member, stockholder, equity holder, owner, investor, joint venturer, officer, director, manager, employee, consultant, advisor, independent contractor, representative, financier, lender, or in any other cap

Section 2.2 — Permitted Activities; Exceptions. Notwithstanding the foregoing restrictions set forth in Section 2.1, nothing in this Article II shall be deemed to prohibit or restrict the Restricted Party from: (a) Passive Investment Carve-Out. Owning, directly or indirectly, solely as a passive investment, securities of any Person that are listed on a national securities exchange (including the New York Stock Exchan

ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND SERVICE PROVIDERS

Section 3.1 — Employee/Service Provider Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person: (a) solicit, recruit, hire, engage, retain, or attempt to solicit, recruit, hire, engage, or retain any Service Provider to leave the empl

Section 3.2 — Exceptions to Employee/Service Provider Non-Solicitation. Notwithstanding the foregoing restrictions set forth in Section 3.1, nothing in this Article III shall be deemed to prohibit the Restricted Party from: (a) placing or causing to be placed general solicitations of employment or independent contractor services in newspapers, trade journals, professional publications, job boards, the internet, socia

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS

Section 4.1 — Customer Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person: (a) solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to cease doing business with, reduce the volume or amount of busin

Section 5.1 — Confidentiality Obligations. The Restricted Party acknowledges and agrees that the Confidential Information constitutes valuable and proprietary assets of the Company and the Buyer Group, the development and protection of which have required significant expenditures of time, effort, and resources. The Restricted Party shall not, at any time during or after the Restricted Period (and such obligations sha

Section 5.2 — Exceptions. The obligations set forth in Section 5.1 shall not apply to any information that: (a) is or becomes generally known to and available for use by the public other than as a result of the Restricted Party's breach of this Agreement or any other duty of confidentiality owed by the Restricted Party to the Company or any member of the Buyer Group; (b) is required to be disclosed by applicable law,

Section 5.3 — Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), the Restricted Party is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely

ARTICLE VI — NON-DISPARAGEMENT

Section 6.1 — Non-Disparagement. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether in writing, orally, electronically, through social media, or by any other means or medium of communication, make, publish, issue, or cause to be made, published, or issued any disparaging, defamatory, derogatory, or negative statements, comments, or remarks regarding (a) the Company, (b) any

Section 7.1 — Acknowledgments. The Restricted Party expressly acknowledges and agrees that: (a) the restrictive covenants set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and non-disparagement covenants contained in Articles II through VI, are reasonable and necessary in scope, duration, and geographic extent and are required to protect the legitimate business interests a

Section 7.2 — Injunctive Relief. In the event of a breach or threatened breach by the Restricted Party of any provision of this Agreement, Buyer and each member of the Buyer Group shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief as may be necessary or approp

Section 7.3 — Extension of Restricted Period. If the Restricted Party violates any restrictive covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically tolled and extended by a period of time equal to the duration of such violation, commencing on the date on which such violation first occurred and ending on the date on whi

Section 7.4 — Judicial Modification. If any court of competent jurisdiction determines that any restrictive covenant set forth in this Agreement is unenforceable by reason of its extending for too long a period of time, over too great a geographic area, or being too broad in the scope of the activity restricted, the Parties expressly agree that such court shall have the power and authority (and is hereby requested by

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY

Section 8.1 — Authority. The Restricted Party represents and warrants to Buyer that the Restricted Party has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Restricted Party have been duly and validly authorized by all necessary action on the part o

Section 8.2 — No Conflicts. The Restricted Party represents and warrants to Buyer that the execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (a) conflict with, violate, or result in a breach or default under any agreement, contract, commitment, obligation, instrument, order, judgment, decree, law, rule, or regulation to which the Restricted Party is a party or by whi

Section 8.3 — Enforceability. The Restricted Party represents and warrants to Buyer that this Agreement constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general application affecting the rights of cr

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law. This Agreement and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or c

Section 9.2 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware, or (b) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware or any sta

Section 9.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT H

Section 9.4 — Entire Agreement. This Agreement, together with the Purchase Agreement and the other agreements, documents, instruments, schedules, and exhibits delivered in connection therewith (including any confidentiality agreements, employment agreements, or other ancillary agreements executed in connection with the Transaction), constitutes the entire agreement between the Parties with respect to the subject matt

Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be valid or effective unless made in a written instrument duly executed by the Party against whom enforcement of such amendment, modification, supplement, restatement, or waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this

Section 9.6 — Severability. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable in any respect by any court of competent jurisdiction or governmental authority, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way thereby, and such remaining provisions shall continue in full force and effect. The Par

Section 9.7 — Assignment. The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Buyer ma

Section 9.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or personal delivery, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking capability) for next-business-day de

Section 9.9 — No Third-Party Beneficiaries. Except for the members of the Buyer Group (each of which is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a direct party hereto), no Person other than the Parties hereto shall have any rights, interests, or remedies under or by reason of this Agreement, and nothing in this Agreement, expr

Section 9.10 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other elec

Section 9.11 — Construction. The Parties acknowledge and agree that each Party and its respective legal counsel have reviewed, negotiated, and participated jointly in the drafting of this Agreement, and that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disf

Section 9.12 — Relationship to Purchase Agreement. This Agreement is being entered into by the Restricted Party pursuant to, and as a condition to the closing of, the Transaction under the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the subject matter hereof (including the sc