Does the Christies International Real Estate non-solicitation covenant apply to Principal Owners?

ion, proceeding, or dispute that could directly or indirectly affect the Indemnified Parties, the Indemnified Parties have the right, but not the obligation, to: (i) choose counsel; (ii) direct and control the handling of the matter; (iii) settle any claim against the Indemnified Parties; and (iv) seek reimbursement from you pursuant to the terms of this paragraph. This Section will survive the expiration or termination of this Agreement and applies to Indemnification Claims even if they exceed the limits of your insurance coverage.

13. COVENANTS

• 13.1. Non-Solicitation of Customers. You, each Principal Owner, and the Responsible Broker, will not, during the term of this Agreement, and for a period of 1 year after its expiration or termination, directly or indirectly, divert or attempt to divert any CHRISTIE'S INTERNATIONAL REAL ESTATE business, account or customer of the Business or any other CHRISTIE'S INTERNATIONAL REAL ESTATE business referred to you by us, or the System to any competing business including, but not limited to, the competing businesses set forth in Section 6.3(e). We will not during the term of this Agreement, and for a period of 1 year after its expiration or termination, divert or attempt to divert any business, account, client, or customer of yours that we gained knowledge of in connection with this Agreement.

• 13.2. Covenant Not to Compete During Term. You and each Principal Owner will not, during the term of this Agreement, directly, or as an employee, agent, consultant, partner, officer, director or shareholder of any other person, firm, entity, partnership or corporation, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in or assist any person or entity engaged in any business that offers for sale real estate brokerage services, or any other related business that is similar to, offers the same or similar products or services to, or is otherwise competitive with, the Business, anywhere in the United States, including, but not limited to, those competing businesses set forth in Section 6.3(e), except the ownership of securities listed on a stock exchange or traded on the over-the-counter market that represent 1% or less of that class of securities. For clarification and avoidance of doubt, the above restriction regarding the operation of competing businesses applies to any separate real estate brokerage business under any brand, or Protected Territories or Broker Affiliate License Agreements or other territories, franchises, licenses or other businesses you, your affiliates or Principal Owner have with us or any of our affiliates, including following the termination or expiration of any such rights.

• 13.2.1 Notwithstanding the foregoing, you and each Principal Owner may own other real estaterelated businesses that do not offer residential real estate brokerage services that are, or are marketed as "luxury" and that do not compete with the Business in the luxury segment of the market, and are owned and operated under a legal entity that is separate from, a different entity from, and represented to the public as a different entity from the Affiliate entity that executed this Agreement and operates the Business. Further, you shall notify us in writing when you open any other real estate-related company or business and you covenant and agree not to divert any real estate business from the Business.

• 13.2.2 You acknowledge and agree that any permitted business or operations under Section 13.2.1 above shall not (a) be of the type described in Section 6.3(e); (ii) in any way be affiliated or associated with those competing businesses set forth in Section 6.3(f); and (iii) use any CHRISTIE'S INTERNATIONAL REAL ESTATE branding or Marks.

• 13.3. Injunctive Relief.

Source: Item 23 — RECEIPT (FDD pages 54–177)