obligation to pay compensation under this Agreement to Keaton following the expiration of the Term as provided in Section 3 above.
5.Non-Competition. Keaton agrees with the Company that during the Term of this Agreement, Keaton will not, (a) directly or indirectly, engage in any business involving self-storage facility development, construction, acquisition, management or operation (“Self Storage Business”), whether such business is conducted by Keaton individually or as a principal, partner, member, stockholder, director, trustee, officer, employee or independent contractor of any Person (as defined below) or (b) own any interests in any self-storage facilities, in each case in the United States of America; provided, however, that this Section 1 shall not be deemed to prohibit the direct or indirect ownership by Keaton of up to five percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.
6.Non-Solicitation. Keaton agrees with the Company that during the Term of this Agreement, Keaton will not (a) directly or indirectly solicit, induce or encourage any employee or independent contractor to terminate their employment with the Company or to cease rendering services to the Company, and Keaton shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, or (b) hire (on behalf of Keaton or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company (or any predecessor thereof) within one year of the termination of such employee’s or independent contractor’s employment or other service with the Company.
7.Reasonable and Necessary Restrictions. Keaton acknowledges that the restrictions, prohibitions and other provisions hereof, are reasonable, fair and equitable in terms of duration, scope and geographic area, are necessary to protect the legitimate business interests of the Company, and are a material and substantial inducement to the Company to enter into this Agreement.
8.Specific Performance. Keaton acknowledges that the obligations undertaken by him pursuant to this Agreement are unique and that the Company likely will have no adequate remedy at law if Keaton shall fail to perform any of his obligations hereunder, and Keaton therefore confirms that the Company’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Keaton, and the Company shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Keaton. Further, Keaton agrees to indemnify and hold harmless the Company from and against any reasonable costs and expenses incurred by the Company as a result of any breach of this Agreement by Keaton, and in enforcing and preserving the Company’s rights under this Agreement, including, without limitation, the Company’s reasonable attorneys’ fees. Keaton hereby acknowledges and agrees that the Company shall not be required to post bond as a condition to obtaining or exercising such remedies, and Keaton hereby waives any such requirement or condition
