Does the Belocal non-compete agreement prevent a Covenantor from assisting others in providing Competitive Services?

e

• 1. In order to protect the Confidential Information, the Marks, the goodwill of the System, and the legitimate business interests of the Franchised Business, Covenantor agrees that, during the term of his or her business relationship with the Franchisee or the Franchised Business, and for a period of two years following the earlier of (A) the termination of Covenantor's business relationship with Franchisee (regardless of the reason for such termination), or (B) the termination, expiration, or transfer of Franchisee's interest in the Franchise Agreement (regardless of the reason for termination, expiration, or transfer), Covenantor will not, without Franchisor's prior written consent or as permitted under a valid franchise agreement with Franchisor:
  • (i) own, operate, or manage any Competitive Business; or
• (ii) engage in, provide, or assist others in engaging in or providing, Competitive Services; or
• (iii) perform any activities for or relating to a Competitive Business, the performance of which is reasonably likely to involve the use or disclosure of Confidential Information, which activity is similar to any activity Covenantor engaged in during the twelve-month period prior to the termination of Covenantor's business relationship with Franchisee or the termination, expiration, or transfer of Franchisee's interest in the Franchise Agreement; provided, however, that nothing herein shall prohibit Covenantor from owning, solely as an investment, securities of any Person traded on any national securities exchange if neither Franchisee nor any Covenantor controls, or is a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person.

6. Definitions.

• (A) The term "Restricted Territory" means the following divisible and severable territorial divisions:
• (i) the territories of, and a ten-mile radius around the perimeter of the territory of, any publication business owned by Franchisor, its affiliates, or its franchisees (including the territory of the Franchised Business); or
• (ii) only in the event the foregoing is determined to be too broad by a court of law or arbitrator, the territories of any publication business owned by Franchisor, its affiliates, or its franchisees (including the territory of the Franchised Business); or

• (iii) only in the event the foregoing is determined to be too broad by a court of law or arbitrator, the territories of any of Franchisor's franchisees (including the territory of the Franchised Business); or
• (iv) only in the event the foregoing is determined to be too broad by a court of law or arbitrator, a ten-mile radius around the perimeter of the territory of the Franchised Business and the territory of the Franchised Business; or
• (v) only in the event the foregoing is determined to be too broad by a court of law or arbitrator, the territory of the Franchised Business.
• (B) The term "Competitive Business" includes the following divisible and severable business lines or services (each, a "Competitive Service") which the Franchisee's Franchised Business of which Covenantor is a part provided (i) for covenants applicable during the term of the Covenantor's business relationship with Franchisee or the Franchised Business, at any time during that relationship and (ii) for covenants applicable after the term of the Covenantor's relationship with Franchisee or the Franchised Business, at any time within the twelve-month period prior to the termination of the Covenantor's business relationship with the Franchised Business or the termination, expiration, or transfer of the Franchisee's Franchise Agreement:
  • (i) selling digital and/or print advertising to businesses for publication in or related to digital or print publications that compete with any N2 publication(s), including BELOCAL publications;
  • (ii) publishing and/or facilitating the publishing of digital or print publications that compete with any N2 publication(s), including BELOCAL publications;

Source: Item 22 — CONTRACTS (FDD page 71)