Common use of Company Property; Noncompetition Clause in Contracts

Company Property; Noncompetition. (a) All research, experiments, discoveries, inventions, improvements, materials or information, including without limitation, reports, analysis, handbooks, manuals, invoices, price lists or information, customer lists, information about costs, profits, markets, sales, pricing, methods and other business affairs including future expansion plans, or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company, and Employee shall immediately deliver the same to Company at the termination of Employee's employment or at any other time if so requested by Company. (b) During the term of this Agreement and at all times thereafter, Employee shall not use for his/her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm association, or company other than the Company, any material referred to in subparagraph (a) above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or any other confidential information relating to or dealing with the business operations or activities of the Company. (c) During the term of this Agreement and for a period of two (2) years after termination of his/her employment with Company for any reason whatsoever, Employee shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his employment with Company. (d) During the period of time which Employee is employed by Company pursuant to the terms of this Agreement and for a period of two (2) years thereafter, without the prior written consent of Company, Employee shall not, directly or indirectly, within a State wherein Company then does business, own, manage, operate, join, control, finance, or participate in the ownership, management, operation, control, or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, or otherwise, with any enterprise, business, firm or corporation which is in direct competition with the Company. If Employee violates the provisions of this Paragraph 10(d), the restrictive period set forth herein shall be extended by a period of time equal to the number of days, if any, during which the Employee is in violation of the provisions hereof. (e) Employee hereby acknowledges and agrees that the covenants and restrictions contained in this Paragraph 10 relate to matters which are of a special, unique, and extraordinary importance to Company. Employee acknowledges that the restrictions contained in the foregoing subparagraphs are reasonable and necessary in order to protect the legitimate interests of Company and that without such restrictions, Company would be unwilling to enter into this Agreement. Employee acknowledges that any violation of any of the terms hereof will result in irreparable injury to Company for which money damages alone will be insufficient. Accordingly, Employee agrees that Company shall be entitled to obtain from any Court of competent jurisdiction, preliminary and permanent injunctive relief for a violation or threatened violation of any such restrictions without having to prove actual damages or to post a bond. Company shall also be entitled to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled in law or equity. Employee hereby waives any objections on the grounds of improper jurisdiction or venue to the commencement of an action in the state of New Jersey and agrees that effective service of process may be made upon him/her by mail under the notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY AND VOLUNTARILY AGREES TO BE BOUND HEREBY. (f) It is the intent of the parties that the provisions of this Paragraph 10 be enforceable to the fullest extent permitted by law. If, however, any portion of any section of this Agreement including the restrictive covenant as set forth herein is held by a court of law to be unreasonable in any proceeding, then the period of time, the geographic area, or such other restrictions shall be reduced by the elimination or reduction of such portion thereof, so that such restrictions may be enforced in a manner that is adjudged to be reasonable.

Company Property; Noncompetition. (a) All research, experiments, discoveries, inventions, improvements, materials or information, including without limitation, reports, analysis, handbooks, manuals, invoices, price lists or information, customer lists, information about costs, profits, markets, sales, pricing, methods and other business affairs including future expansion plans, or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company, and Employee shall immediately deliver the same to Company at the termination of Employee's employment or at any other time if so requested by Company. (b) During the term of this Agreement and at all times thereafter, Employee shall not use for his/her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm association, or company other than the Company, any material referred to in subparagraph (a) above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or any other confidential information relating to or dealing with the business operations or activities of the Company. (c) During the term of this Agreement and for a period of two (2) years after termination of his/her employment with Company for any reason whatsoever, Employee shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his employment with Company. (d) During the period of time which Employee is employed by Company pursuant to the terms of this Agreement and for a period of two (2) years thereafter, without the prior written consent of Company, Employee shall not, directly or indirectly, within a State wherein Company then does business, own, manage, operate, join, control, finance, or participate in the ownership, management, operation, control, or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, or otherwise, with any enterprise, business, firm or corporation which is in direct competition with the Company, other than providing consulting services to Xxxxxxx X. Xxxxxx, Inc. or a similar consulting firm. If Employee violates the provisions of this Paragraph 10(d11(d), the restrictive period set forth herein shall be extended by a period of time equal to the number of days, if any, during which the Employee is in violation of the provisions hereof. (e) Employee hereby acknowledges and agrees that the covenants and restrictions contained in this Paragraph 10 11 relate to matters which are of a special, unique, and extraordinary importance to Company. Employee acknowledges that the restrictions contained in the foregoing subparagraphs are reasonable and necessary in order to protect the legitimate interests of Company and that without such restrictions, Company would be unwilling to enter into this Agreement. Employee acknowledges that any violation of any of the terms hereof will result in irreparable injury to Company for which money damages alone will be insufficient. Accordingly, Employee agrees that Company shall be entitled to obtain from any Court of competent jurisdiction, preliminary and permanent injunctive relief for a violation or threatened violation of any such restrictions without having to prove actual damages or to post a bond. Company shall also be entitled to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled in law or equity. Employee hereby waives any objections on the grounds of improper jurisdiction or venue to the commencement of an action in the state of New Jersey and agrees that effective service of process may be made upon him/her by mail under the notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY AND VOLUNTARILY AGREES TO BE BOUND HEREBY. (f) It is the intent of the parties that the provisions of this Paragraph 10 11 be enforceable to the fullest extent permitted by law. If, however, any portion of any section of this Agreement including the restrictive covenant as set forth herein is held by a court of law to be unreasonable in any proceeding, then the period of time, the geographic area, or such other restrictions shall be reduced by the elimination or reduction of such portion thereof, so that such restrictions may be enforced in a manner that is adjudged to be reasonable.

Company Property; Noncompetition. (a) All research, experiments, discoveries, inventions, improvements, materials or information, including without limitation, reports, analysis, handbooks, manuals, invoices, price lists or information, customer lists, information about costs, profits, markets, sales, pricing, methods and other business affairs including future expansion plans, or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company, and Employee shall immediately deliver the same to Company at the termination of Employee's employment or at any other time if so requested by Company. (b) During the term of this Agreement and at all times thereafter, Employee shall not use for his/her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm association, or company other than the Company, any material referred to in subparagraph (a) above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or any other confidential information relating to or dealing with the business operations or activities of the Company. (c) During the term of this Agreement and for a period of two (2) years after termination of his/her employment with Company for any reason whatsoever, Employee shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his employment with Company. (d) During the period of time which Employee is employed by Company pursuant to the terms of this Agreement and for a period of two (2) years thereafter, without the prior written consent of Company, Employee shall not, directly or indirectly, within a State wherein Company then does business, own, manage, operate, join, control, finance, or participate in the ownership, management, operation, control, or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, or otherwise, with any enterprise, business, firm or corporation which is in direct competition with the Company. If Employee violates the provisions of this Paragraph 10(d10 (d), the restrictive period set forth herein shall be extended by a period of time equal to the number of days, if any, during which the Employee is in violation of the provisions hereof. (e) Employee hereby acknowledges and agrees that the covenants and restrictions contained in this Paragraph 10 relate to matters which are of a special, unique, and extraordinary importance to Company. Employee acknowledges that the restrictions contained in the foregoing subparagraphs are reasonable and necessary in order to protect the legitimate interests of Company and that without such restrictions, Company would be unwilling to enter into this Agreement. Employee acknowledges that any violation of any of the terms hereof will result in irreparable injury to Company for which money damages alone will be insufficient. Accordingly, Employee agrees that Company shall be entitled to obtain from any Court of competent jurisdiction, preliminary and permanent injunctive relief for a violation or threatened violation of any such restrictions without having to prove actual damages or to post a bond. Company shall also be entitled to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled in law or equity. Employee hereby waives any objections on the grounds of improper jurisdiction or venue to the commencement of an action in the state of New Jersey and agrees that effective service of process may be made upon him/her by mail under the notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY AND VOLUNTARILY AGREES TO BE BOUND HEREBY. (f) It is the intent of the parties that the provisions of this Paragraph 10 be enforceable to the fullest extent permitted by law. If, however, any portion of any section of this Agreement including the restrictive covenant as set forth herein is held by a court of law to be unreasonable in any proceeding, then the period of time, the geographic area, or such other restrictions shall be reduced by the elimination or reduction of such portion thereof, so that such restrictions may be enforced in a manner that is adjudged to be reasonable.

Company Property; Noncompetition. (a) All research, experiments, discoveries, inventions, improvements, materials or information, including without limitation, reports, analysis, handbooks, manuals, invoices, price lists or information, customer lists, information about costs, profits, markets, sales, pricing, methods and other business affairs including future expansion plans, or any other materials or data of any kind furnished to Employee by Company or developed by Employee on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Employee's employment hereunder, are and shall remain the sole and confidential property of Company, and Employee shall immediately deliver the same to Company at the termination of Employee's employment or at any other time if so requested by Company. (b) During the term of this Agreement and at all times thereafter, Employee shall not use for his/her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm association, or company other than the Company, any material referred to in subparagraph (a) above or any information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or any other confidential information relating to or dealing with the business operations or activities of the Company. (c) During the term of this Agreement and for a period of two (2) years after termination of his/her employment with Company for any reason whatsoever, Employee shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his employment with Company. (d) During the period of time which Employee is employed by Company pursuant to the terms of this Agreement and for a period of two (2) years thereafter, without the prior written consent of Company, Employee shall not, directly or indirectly, within a State wherein Company then does business, own, manage, operate, join, control, finance, or participate in the ownership, management, operation, control, or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, or otherwise, with any enterprise, business, firm or corporation which is in direct competition with the Company. If Employee violates the provisions of this Paragraph 10(dXxxxxxxxx 00 (x), the restrictive period set forth herein shall be extended by a period of time equal to the number of days, if any, during which the Employee is in violation of the provisions hereof. (e) Employee hereby acknowledges and agrees that the covenants and restrictions contained in this Paragraph 10 relate to matters which are of a special, unique, and extraordinary importance to Company. Employee acknowledges that the restrictions contained in the foregoing subparagraphs are reasonable and necessary in order to protect the legitimate interests of Company and that without such restrictions, Company would be unwilling to enter into this Agreement. Employee acknowledges that any violation of any of the terms hereof will result in irreparable injury to Company for which money damages alone will be insufficient. Accordingly, Employee agrees that Company shall be entitled to obtain from any Court of competent jurisdiction, preliminary and permanent injunctive relief for a violation or threatened violation of any such restrictions without having to prove actual damages or to post a bond. Company shall also be entitled to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled in law or equity. Employee hereby waives any objections on the grounds of improper jurisdiction or venue to the commencement of an action in the state of New Jersey and agrees that effective service of process may be made upon him/her by mail under the notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY AND VOLUNTARILY AGREES TO BE BOUND HEREBY. (f) It is the intent of the parties that the provisions of this Paragraph 10 be enforceable to the fullest extent permitted by law. If, however, any portion of any section of this Agreement including the restrictive covenant as set forth herein is held by a court of law to be unreasonable in any proceeding, then the period of time, the geographic area, or such other restrictions shall be reduced by the elimination or reduction of such portion thereof, so that such restrictions may be enforced in a manner that is adjudged to be reasonable.