Non-Compete. Employee agrees that so long that Employee is receiving compensation payments from the Company; Employee will not be an employee, agent, director, owner, partner, financial backer, creditor or otherwise directly or indirectly be connected with or provide services to or participate in the management, operation or control of any Company which is in direct competition to the Company.

Non-Compete. You acknowledge that ​ is engaged in a highly competitive business and has a compelling business need and interest in preventing release or disclosure of its confidential, proprietary and trade secret information as defined in this Agreement. Moreover, you acknowledge that ​ has highly valuable, long-term and near permanent relationships with certain customers, suppliers, manufacturers, franchisees, employees and service organizations which ​ has a legitimate interest in protecting and that you, by virtue of your position with ​, had, have and will continue to have access to these customers, suppliers, manufacturers, franchisees, employees and service organizations as well as the confidential, proprietary and trade secret information as defined in this Agreement. You also acknowledge that ​ has invested substantial time, money and other resources in building and maintaining good will, reputation and a valuable brand and system. You acknowledge and agree that, in performing services for ​, you were placed in a position of trust with ​ and that, because of the nature of the services provided by you to ​, Confidential Information will become engrained in you, so much so that you would inevitably or inadvertently disclose such information in the event you were to provide similar services to a competitor of ​. As such, you agree and covenant that from and after the date hereof and for a period of eighteen (18) months following your Termination Date: # you shall not either directly or indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one or more Competitive Companies anywhere in the world. “Competitive Companies” shall mean any company in the ready-to-eat restaurant industry that competes with the business of ​, including any business in which ​ engaged during the term of your employment and any business that ​ conducting at the time of the your termination of employment. Examples of Competitive Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings (and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic, Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Raising Cane’s, Subway, Quiznos, Dunkin’ Brands, Seven-Eleven, Tim Horton’s, Starbucks, Peet’s Coffee, Jamba Juice, BoJangle’s, WaWa, Five Guys, Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry anywhere in the world, or which otherwise compete with ​. You agree to consult with the Executive Vice President of Human Resources, or his/her successor, for clarification as to whether or not ​ views a prospective employer, consulting client or other business relationship of you may have or have had in the ready-to-eat industry not listed above as a Competitive Company; and # you shall not perform or provide, or assist any third party in performing or providing, Competitive Services anywhere in the world, whether directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person, entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design, development, manufacture, marketing or sale of a product, product line or service that competes with any product, product line or service of ​ as they presently exist or as may be in existence or development on Executive’s Termination Date. You agree that you will notify ​ prior to engaging in any way with a competitor of ​, and you further acknowledge and agree that ​ may contact the subsequent employer and reveal the terms of this Agreement. This Section is not meant to prevent you from earning a living or fostering your career, but rather to prevent any competitive business from gaining any unfair advantage from your knowledge of ​ Confidential Information, trade secrets and/or proprietary information. Nothing in this non-compete shall be construed to restrict the right of a lawyer to provide legal services for another company, provided that a lawyer who has formerly represented ​ may not thereafter represent another company in a matter that is the same or substantially related to a matter in which the lawyer represented ​ and in which the other company’s interests are materially adverse to ​ interests, and may not use or disclose confidential information obtained while employed by ​. For the avoidance of doubt, nothing in this Agreement precludes you from serving on the Board of Directors of a company that does not provide Competitive Services.

NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, # in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or # have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than # five percent (5%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market or # three percent of the outstanding securities of any other person or entity, in each case, notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business; provided further, however, that none of the Director’s duties or responsibilities as an officer and director of Beacon Pharmaceutical Jupiter, or any of its affiliates shall constitute competition with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

During Participant’s employment with the Company and its Affiliates and for the three (3) year period immediately after Participant’s termination of employment with the Company and its Affiliates, Participant will not, directly or indirectly, including without limitation as an officer, director, proprietor, employee, independent contractor, partner, member, shareholder or other holder of equity interests, investor, joint venturer, lender, creditor, guarantor, independent contractor, advisor, agent, sales or marketing representative or other participant, engage in or assist with any activity which is the same as, similar to or competitive with the business, operations or activities of the Company and its Affiliates within the United States (“Restricted Activities”). Participant agrees that Company and its Affiliates engage in business, and have customers, across the entire United States and further agrees that it is reasonable to have the United States as the geographic limitation for this Award Agreement.

Non-Compete. For a period of two (2) years from Employee’s Termination Date, Employee will not either directly or indirectly, participate in, consult with or render services to any Competing Business, nor have any interest in any Competing Business. “Competing Business” means any entity or person engaged in or about to become engaged in research, development, production, marketing or selling of one or more Competing Products. “Competing Products” means products, processes or services competing directly or indirectly with the Company’s current or contemplated products, processes or services in the area the Employee worked for the Company or in an area where the Employee was exposed to Confidential Information (as defined in paragraph 6), during the last five (5) years of Employee’s employment at the Company. In addition, for such two (2) year period, Employee will not interfere with, disrupt or attempt to disrupt any relationship, contractual or otherwise, with respect to a business carried on by the Company and any other party, including the solicitation of Company employees. The restrictions of this provision apply to # the state(s) within the United States that was Employee’s primary work location or territory during the five (5) years immediately preceding Employee’s Termination Date, # any area of the United States where the Company is conducting business or may be reasonably expected to engage in business, or # any other country of the world where the Company is conducting business or may be reasonably expected to engage in business. Such restrictions shall apply to Employee, as owner, partner, officer, employee, consultant or advisor. For purposes of this provision, ownership of not more than one percent of the common or preferred stock of any publicly held company whose stock is listed on any recognized stock exchange or traded over the counter shall be disregarded.

Non-Compete. For a period of twelve months following the Date of Termination, unless otherwise expressly approved in writing by ​, the Participant shall not Compete (as defined below) or assist others in Competing with ​ and the Subsidiaries. For purposes of this Agreement, “Compete” means offer to acquire any oil or gas mineral interest or leasehold interest # within acreage subject to an ​ or Subsidiary mineral interest, leasehold interest or unit or # contiguous to such acreage. Employment by, or an investment of less than one percent of equity capital in, a person or entity which Competes with ​ or the Subsidiaries does not constitute Competition by Participant so long as Participant does not directly participate in, assist or advise with respect to such Competition.

Non-Compete. As a condition to participation in the Plan, each Participant agrees, that, in the event the Participant voluntarily terminates his employment other than for Good Reason, for the period of one year from Date of Termination he will not, without the written consent of the Company, directly or indirectly own, manage, operate, join, control, become employed by, consult to or participate in the ownership, management, or control of any business which is in direct competition with the Company or its Affiliates.

Covenant not to Compete, Non-Solicitation.

All rights, claims and causes of action under confidentiality, non-disclosure, non-compete, non-solicitation, non-piracy and other restrictive covenant agreements with employees, former employees, affiliates, former affiliates, Seller Parties, former members or partners, and agents of Seller, in each case, which run in favor of Seller and relate to the Seller Business.

Non‑disclosure. Either Party may from time to time provide to the other Party certain advice, technical information, know‑how and other proprietary data and information with respect to Products or the use or configuration thereof. Inasmuch as various of these materials and advice (all of which will herein be referred to as the “Confidential Information”) contain confidential information and trade secrets, it is hereby agreed that any Confidential Information that one Party discloses to the other is valuable, proprietary property belonging to the disclosing Party, and the receiving Party agrees that it will neither use nor disclose to any third party (except in the performance of its duties hereunder) any Confidential Information, except on prior written consent of the other Party.