10. Restrictive Covenants. To further protect the Company’s proprietary interest in its Confidential Information and its relationships with its customers, suppliers, franchisees, and licensees, Contractor hereby covenants and agrees as follows:
(a) Non-Solicitation. During the term of Contractor’s retention (except for the sole and exclusive benefit of the Company) and for a period of twelve (12) immediately following the termination of Contractor’s retention by the Company for any or no reason whatsoever, Contractor will not, directly or indirectly, without the express prior written consent of the Company, (i) solicit employees of the Company, or of any subsidiary or affiliate of the Company, to terminate his or her employment with the Company or with such subsidiary or affiliate of the Company; (ii) solicit any suppliers of the Company, or any of its subsidiaries or affiliates, then under contract, or that were under contract during the preceding eighteen (18) month period, to discontinue their business with the Company or its subsidiaries, affiliates, franchisees or licensees; (iii) solicit any franchisees or licensees of the Company, or then-currently active franchisee or licensee prospects of the Company, to terminate their COSÌ franchise or license, or attempt to divert such prospective franchisees or licensees from pursuing a COSÌ franchise or license. Additionally, Contractor will not (except for the sole and exclusive benefit of the Company) at any time use customer information obtained by or through the Company or any of its subsidiaries, affiliates, franchisees or licensees, to solicit any of their customers for any purpose whatsoever. The restrictions set forth in Section 10(a)(i) hereof will not apply to any general employment solicitation not specifically targeted at the Company’s employees or any general business solicitation not specifically targeted at the Company’s franchisees or licensees.
(b) Non-Competition. During the Term of Contractor’s retention by the Company (except for the sole and exclusive benefit of the Company), Contractor will not, directly or indirectly, without the express prior written consent of the Company, (i) enter the employ of, or render services to or on behalf of, any person, firm, corporation, or other entity engaged in providing the same or similar services or products as provided by the Company; or (ii) engage in any business in direct competition with the Company, for Contractor’s own account or as an individual, partner, shareholder, director, officer, principal, agent, employee, member, manager, trustee, consultant, independent contractor, advisor, joint venturer, representative, or in any other relationship or capacity, whether or not for monetary benefit. Nothing contained in this paragraph will be deemed to prohibit Contractor from acquiring, solely as an investment, securities of any public corporation.
For purposes of this Section 10(b), a business “providing the same or similar services or products as” or “in direct competition with” the Company means any fast casual restaurants generally recognized or identified as direct competitors of COSÌ®, including, without limitation, Panera Bread, Pret a Manger, Corner Bakery, Au Bon Pain, Potbelly’s, Le Pain Quotidien, Chop’t, Freshii, Sweet Greens, and their successors and assigns, featuring sandwiches, salads, soups, melts, coffee and specialty coffee drinks, and other specialty beverages operating or preparing to operate restaurants in the United States. This restriction as it pertains to restaurant companies includes only those restaurant companies that (i) are a direct competitor of COSÌ®, or (ii) are seeking to enter into direct competition with COSÌ®.