Nonsolicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company and/or conduct business with Executive or any entity in which Executive has a financial interest.

Nonsolicitation of Customers. In order to prevent the improper use of Confidential Information, Company Intellectual Property and Trade Secrets and the resulting unfair competition and misappropriation of Goodwill and other proprietary interests, Employee agrees that while Employee is employed by Company and for a period of twelve (12) months following the termination of Employee’s employment for any reason whatsoever, whether such termination is voluntary or involuntary, and regardless of Cause, Employee will not, directly or indirectly, on Employee’s own behalf or by aiding any other individual or entity, call on, solicit the business of, sell to, service, or accept business from, any of Company’s customers (with whom Employee had personal contact and did business with during the twelve (12) month period immediately prior to the termination of Employee’s employment) for the purpose of providing said customers with products and/or services of the type or character typically provided to such customers by Company.

Customers, Vendors and Suppliers. [Schedule 4.18] sets forth a complete and accurate list of all Significant Customers and Significant Vendors/Suppliers. “Significant Customers” are: # the ten (10) customers that have purchased the most, in terms of dollar value and volume, products or services sold by the Seller Entities during the year ended ​; and # the ten (10) customers that have purchased the most, in terms of dollar value and volume, products or services sold by the Seller Entities during the twelve month period ended ​. “Significant Vendors/Suppliers” are: # the ten (10) vendors and/or suppliers that have sold the most, in terms of dollar value and volume, products or services to the Target Entities during the year ended ​ or # the ten (10) vendors and/or suppliers that are expected to sell the most, in terms of dollar value and volume, products or services to the Target Entities during the 2017 fiscal year. Except as set forth in [Schedule 4.18], true, correct and complete copies of all material written Contracts with Significant Customers and Significant Vendors/Suppliers have been provided to Purchaser. Since the date of the Latest Balance Sheet, no Significant Customer or Significant Vendor/Supplier has given any Target Entity written Notice terminating, canceling or reducing, or threatening to terminate, cancel or reduce, any Contract or relationship with such Target Entity. Since ​, except as set forth in [Schedule 4.18], no Significant Customer: # has notified in writing any Target Entity that the same no longer meets such Significant Customer’s quality specifications or any certification requirements imposed upon the Target Entities or # has threatened in writing to terminate such Significant Customer’s Contract or relationship with such Target Entity. Except as set forth in [Schedule 4.18], since the date of the Latest Balance Sheet, no Significant Customer or Significant Vendor/Supplier has proposed in writing, or given any Target Entity written Notice of its intention to propose, any price structure changes or any other changes to any Contract with such Target Entity, nor, to the Knowledge of Sellers, does any Significant Customer or Significant Vendor/Supplier intend to propose a change to the price structure of any such Contract or any other change to any such Contract. For purposes of this [Section 4.18], the term Significant Vendors/Suppliers excludes lessors, insurance providers, utilities and professional service providers (including subcontractors who provide services under vendor managed service agreements and auditors and attorneys).

Nonsolicitation of Customers and Employees. Executive hereby agrees that he shall not during any period that he is subject to the provisions of [Section 7], directly or indirectly, # solicit any customer of Penns Woods or any of its majority-owned subsidiaries located in the Non-Competition Area for any banking or financial services business, or # solicit or hire any persons who are currently or were within six (6) months prior to Executive’s termination date employees of Penns Woods or any of its majority-owned subsidiaries. Executive also agrees that he shall not, for the period described in the preceding sentence, encourage or induce any of such customers or employees of Penns Woods or any of its majority-owned subsidiaries to terminate their business relationship with any of such entities.

Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with ​ and for the duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity, employee or otherwise:

Recognition of ​’s Legitimate Interests. Executive understands and acknowledges that ​ competes in North America and throughout the world in Business. As part of Executive’s employment with ​, Executive acknowledges Executive will continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of ​. In addition, Executive will continue to have access to and contact with vendors, suppliers, customers and prospective vendors, suppliers and customers of ​, in which capacity Executive is expected to develop good relationships with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate knowledge regarding the products and services of ​. Executive recognizes and agrees that ​ has spent and will continue to spend substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that many customers, suppliers and vendors are long term customers, suppliers and vendors of ​, and that all customers, suppliers, vendors and accounts that Executive may deal with during Executive’s employment with ​, including any customers, suppliers, vendors and accounts acquired for ​ by Executive, are the customers, suppliers, vendors and accounts of ​. Executive acknowledges that ​’s competitors, customers, suppliers and vendors would obtain an unfair advantage if Executive disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor, used it on a competitor’s, customer’s, supplier’s or vendor’s behalf (except for the benefit of ​), or if Executive were able to exploit the relationships Executive develops as an employee of ​ to Solicit or direct business on behalf of a competitor, customer, supplier or vendor.

Section # Customers, Carriers and Vendors.

prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any ​ employees; proprietary information of any customers, suppliers or vendors of ​; information about ​’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about ​’s overall corporate business strategy; and technological innovations used in ​’s business, to the extent that such information does not fall within the definition of Secret Information.

Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of ​ has notified any of ​ or the ​ of their intent to terminate their business with ​ business because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of ​ to terminate or provide notice of their intent or threaten to terminate their business with ​ or to notify ​ or the ​ of their intent not to continue to do such business with ​ after the Closing. As used herein, “Material Customers” means those customers from whom ​ derives annual revenues in excess of US ​.

Company Customers. The Executive understands and acknowledges that the loss of customer relationships and goodwill will cause significant and irreparable harm to the Company. Accordingly, the Executive agrees as follows: