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DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 <br /> h. Covenant to not Compete. <br /> i) The undersigned Provider hereby agrees that during the course of the Agreement <br /> and for a period of three (3) months immediately following the expiration or <br /> termination of the Agreement for any reason the Provider will not compete with the <br /> County and its successors and assigns, without the prior written consent of the <br /> County. <br /> ii) The term "not compete" as used herein means that the Provider shall not, <br /> without the prior written consent of the County, serve as a partner, owner, organizer, <br /> employee, consultant, contractor, officer, director, manager, agent, associate, <br /> investor, or otherwise work with for or affiliate with, directly or indirectly, any <br /> visitor's bureau, hotel management company, hotel, or any other company or <br /> organization in direct competition with or otherwise similar to the Chapel <br /> Hill/Orange County Visitors Bureau. <br /> iii) The covenant not to compete is limited in geographic area and shall cover the <br /> Provider's activities at any site or in any area located within sixty (60) miles of <br /> Chapel Hill, North Carolina. <br /> iv) The Provider acknowledges that Provider will derive significant value from <br /> access to the Confidential Information of the County to enable Provider to optimize <br /> the performance of its contractual duties to the County. The Provider further <br /> acknowledges that Provider's fulfillment of the obligations contained in this <br /> Agreement, including, but not limited to, the obligation neither to disclose nor to use <br /> the County's Confidential Information other than for the County's exclusive benefit <br /> and Provider's obligation to not compete contained herein is necessary to protect the <br /> County's Confidential Information and, consequently, to preserve the value and <br /> goodwill of the County. <br /> V) The Provider acknowledges the time, geographic, and scope limitations of <br /> Provider's obligations under this covenant to not compete are reasonable, especially <br /> in light of the County's desire to protect its Confidential Information, and that <br /> Provider will not be precluded from gainful employment if Provider is obligated to <br /> not compete with the County during the period and within the designated <br /> geographic area. <br /> vi) In the event the provisions of this covenant not to compete are deemed by a <br /> General Court of Justice of North Carolina to exceed the time, geographic, or scope <br /> limitations permitted by applicable law, then such provisions shall be reformed to <br /> the maximum time, geographic or scope limitations, as the case may be, then <br /> permitted by such law. <br /> i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> Revised 10/14 <br /> 6 <br />