Common use of COMPETITION, ETC Clause in Contracts

COMPETITION, ETC. During Executive's employment by the Company and during the two (2) year period commencing on the date of Executive's termination of employment: (a) Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries in any way that will or may materially injure an interest of the Company or any of its subsidiaries in its relationship and dealings with Existing or Potential clients, or solicit or encourage any other executive of the Company or any of its subsidiaries to do any act that is disloyal to the Company or any of its subsidiaries or inconsistent with the interests of the Company or any of its subsidiaries interests or in violation of any provision of this Agreement; (b) Executive will not discuss with any Existing or Potential client of the Company or any of its subsidiaries the present or future availability of services or products by a business, if Executive has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, are competitive with services or products which the Company or any Subsidiary provides and where the acquisition of such proprietary interest or Executive's becoming an employee, officer or director of such business will or may materially injure an interest of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary to make use of the services or purchase the products of any competitive business in which the Executive has or expects to acquire a proprietary interest or in which Executive is or expects to be made an employee, officer or director, if such services or products in any way relate to or arise out of the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary to any existing or potential client; (d) Executive will not directly or indirectly employ, solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ or solicit for employment, any employee of the Company or of its subsidiaries. For purposes of this Section 14, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. Executive shall be deemed to expect to acquire a proprietary interest in a business or to be made an officer or director of such business if such possibility has been discussed with any officer, director, employee, agent, or promoter of such business. Notwithstanding anything in this Section 14 to the contrary, Executive's engagement in, ownership of, performance of services for, participation in or connection with any business or organization other than the Company or a Subsidiary, with respect to which the Chief Executive Officer of the Company, has consented in writing shall not be deemed a breach of this Agreement.

COMPETITION, ETC. During Executivethe Employee's employment by the Company and during the two one (21) year period commencing on following the date of Executive's termination of employmentthe Employee's employment hereunder for any reason whatsoever: (a) Executive the Employee will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries Affiliates in any way that will or may materially injure an interest of the Company or any of its subsidiaries Affiliates in its relationship and dealings with Existing existing or Potential potential customers or clients, or solicit or encourage any other executive employee of the Company or any of its subsidiaries Affiliates to do any act that is disloyal to the Company or any of its subsidiaries Affiliates or inconsistent with the interests interest of the Company or any of its subsidiaries Affiliate's interests or in violation of any provision of this Agreement; (b) Executive the Employee will not discuss with any Existing existing or Potential client potential customers or clients of the Company or any of its subsidiaries Affiliates the present or future availability of services or products by of a business, if Executive the Employee has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, products are competitive with services or products which the Company or any Subsidiary provides and where of its Affiliates provides; (c) the acquisition of such Employee agrees that, when the Employee has or expects to acquire a proprietary interest in, or Executive's becoming is or expects to be made an employee, officer or director of such of, any existing or future business will that provides services or may materially injure an interest of products in competition with the Company or any of its subsidiariesAffiliates, the Employee will immediately furnish to the Board of Directors of the Company all information that may reasonably be of assistance to the Company in acting promptly to protect its relationships with any existing or potential customers or clients with whom the Employee has had any dealings as a result of his employment by the Company or any of its Affiliates; (cd) Executive the Employee will not make any statement or do any act intended to cause any Existing existing or Potential client potential customers or clients of the Company or any Subsidiary of its Affiliates to make use of the services or purchase the products of any competitive business in which the Executive Employee has or expects to acquire a proprietary interest or in which Executive the Employee is or expects to be made an employee, officer or director, if such services or products in any way relate to or arise out of compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary Affiliates to any existing customer or potential client; (de) Executive the Employee will not directly or indirectly employ(as a director, solicit for employmentofficer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or advise own any interest in, perform any services for, participate in or recommend to be connected with (i) any other person not affiliated business or organization which engages in competition with the Company or any of its subsidiaries Affiliates in any geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is then being carried on by the Company or any of its Affiliates in such geographical area provided, however, that they employ the provisions of this Section 9(e) shall not be deemed to prohibit the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company; and (f) the Employee will not directly or indirectly solicit for employment, employment any employee of the Company or any of its subsidiariesAffiliates. For purposes of this Section 149, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its Affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its Affiliates, only if such person or entity in any way conducts, operates, carries out or engages in (i) the business of providing private duty nursing, respiratory therapy, hospice, infusion therapy and/or Medicare home health services in the United States, (ii) the business of selling and/or leasing durable medical equipment to home care patients, or (iii) such other business or businesses as the Company may in the future conduct in such geographical area or areas as such business or businesses are conducted by the Company, provided, however, that such other business or businesses described in this clause (iii) shall include only such business or businesses that account for not less than ten percent (10%) of the Company's total consolidated gross revenues for (x) the most recent month or (y) if Employee's employment hereunder shall have been terminated, the month prior to the date of such termination. In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement. For purposes of this Section 9, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one five percent (15%) or more of such business. Executive The Employee shall be deemed to expect to acquire a proprietary interest in a business or to be made an officer or director of such business if such possibility has been discussed with any officer, director, employee, agent, or promoter of such business. Notwithstanding anything in The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 14 9 would be inadequate and, therefore, agrees that the Company and any of its Affiliates shall be entitled to the contraryinjunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; provided, Executive's engagement inhowever, ownership of, performance of services for, participation in or connection with any business or organization other than that nothing contained herein shall be construed as prohibiting the Company or a Subsidiary, with respect to which the Chief Executive Officer any of the Company, has consented in writing shall not be deemed a its Affiliates from pursuing any other rights and remedies available for any such breach of this Agreementor threatened breach.

COMPETITION, ETC. During Until the termination of the Executive's employment by the Company hereunder and during the two (2) two-year period commencing on following the date termination of the Executive's termination of employmentemployment hereunder for any reason whatsoever: (a) The Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries Affiliates in any way that will or may materially injure an interest of the Company or any of its subsidiaries Affiliates in its relationship and dealings with Existing existing or Potential potential suppliers, customers or clients, or solicit or encourage any other executive employee of the Company or any of its subsidiaries Affiliates to do any act that is disloyal to the Company or any of its subsidiaries or Affiliates, inconsistent with the interests interest of the Company or any of its subsidiaries Affiliate's interests or in violation of any provision of this Agreement; (b) The Executive will not discuss with make any Existing statement or Potential client perform any act intended to cause any existing or potential customers or clients of the Company or any of its subsidiaries the present or future availability of services or products by a business, if Executive has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, are competitive with services or products which the Company or any Subsidiary provides and where the acquisition of such proprietary interest or Executive's becoming an employee, officer or director of such business will or may materially injure an interest of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary Affiliates to make use of the services or purchase the products of any competitive existing or future business in which the Executive has or expects to acquire a proprietary interest or in which the Executive is or expects to be made an employee, officer officer, director, manager, consultant, independent contractor, advisor or directorotherwise, if such services or products in any way relate to or arise out of compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary Affiliates to any existing or potential customer or client; (dc) The Executive will not directly or indirectly employ(as an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or acquire any proprietary interest in, perform any services for, lend his name to, participate in or be connected with any business involved in the research, development, commercialization, manufacture, assembly, sale, licensing, sublicensing, distribution, supplying or marketing of any service or product which in any way compete with the services or products sold or provided or expected to be sold or provided by the Company to any existing or potential customer or client, as such services or products currently exist or are developed in the future, including, without limitation, desktop video conferencing and video on demand products, from any location in the United States of America or elsewhere where the Company conducts business during the term of this Agreement; (d) The Executive agrees that, when the Executive has or expects to acquire a proprietary interest in, or is or expects to be made an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise of, any existing or future business that provides or may provide services or products which in any way compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its Affiliates to any existing or potential customer or client, the Executive will immediately furnish to the Company all information that may reasonably be of assistance to the Company in acting promptly to protect its relationships with any existing or potential suppliers, customers or clients with whom the Executive has had any dealings as a result of his employment by the Company or any of its Affiliates; (e) The Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ or solicit for employment, any employee of the Company or any of its subsidiariesAffiliates; and (f) The Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its Affiliates if such action by him would have a material adverse effect on the business, assets or financial condition of the Company or any of its Affiliates. In connection with the foregoing provisions of this Section 10, the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 10 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Executive in this Section 10 (and in Sections 7 and 8 hereof) shall survive the expiration or termination of this Agreement. For purposes of this Section 1410, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to expect to acquire a proprietary interest in a business or to be made an officer employee, officer, director, manager, consultant, independent contractor, advisor or director otherwise of such business if such possibility has been discussed with any officer, director, employee, agent, or promoter of such business. Notwithstanding anything in this Section 14 to the contrary, Executive's engagement in, ownership of, performance of services for, participation in or connection with any business or organization other than the Company or a Subsidiary, with respect to which the Chief Executive Officer of the Company, has consented in writing shall not be deemed a breach of this Agreement.

COMPETITION, ETC. During Executive's employment by the Company and during the two (2) year period commencing on the date of Executive's termination of employment: (a) Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries in any way that will or may materially injure an interest of the Company or any of its subsidiaries in its relationship and dealings with Existing or Potential clients, or solicit or encourage any other executive of the Company or any of its subsidiaries to do any act that is disloyal to the Company or any of its subsidiaries or inconsistent with the interests of the Company or any of its subsidiaries interests or in violation of any provision of this Agreement; (b) Executive will not discuss with any Existing or Potential client of the Company or any of its subsidiaries the present or future availability of services or products by a business, if Executive has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, are competitive with services or products which the Company or any Subsidiary provides and where the acquisition of such proprietary interest or Executive's becoming an employee, officer or director of such business will or may materially injure an interest of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary to make use of the services or purchase the products of any competitive business in which the Executive has or expects to acquire a proprietary interest or in which Executive is or expects to be made an employee, officer or director, if such services or products in any way relate to or arise out of the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary subsidiaries to any existing or potential client; (d) Executive will not directly or indirectly employ, solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ employ, or solicit for employment, any employee of the Company or of its subsidiaries. For purposes of this Section 14, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. Executive shall be deemed to expect to acquire a proprietary interest in a business or to be made an officer or director of such business if such possibility has been discussed with any officer, director, employee, agent, or promoter of such business. Notwithstanding anything in this Section 14 to the contrary, Executive's engagement in, ownership of, performance of services for, participation in or connection with any business or organization other than the Company or a Subsidiary, with respect to which the Chief Executive Officer of the Company, has consented in writing shall not be deemed a breach of this Agreement.

COMPETITION, ETC. During Until the termination of the Executive's employment by the Company hereunder and during the two (2) two-year period commencing on following the date termination of the Executive's termination of employmentemployment hereunder for any reason whatsoever: (a) A. The Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries Affiliates in any way that will or may materially injure an interest of the Company or any of its subsidiaries Affiliates in its relationship and dealings with Existing existing or Potential potential suppliers, customers or clients, or solicit or encourage any other executive employee of the Company or any of its subsidiaries Affiliates to do any act that is disloyal to the Company or any of its subsidiaries or Affiliates, inconsistent with the interests interest of the Company or any of its subsidiaries Affiliate's interests or in violation of any provision of this Agreement; (b) B. The Executive will not discuss with make any Existing statement or Potential client perform any act intended to cause any existing or potential customers or clients of the Company or any of its subsidiaries the present or future availability of services or products by a business, if Executive has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, are competitive with services or products which the Company or any Subsidiary provides and where the acquisition of such proprietary interest or Executive's becoming an employee, officer or director of such business will or may materially injure an interest of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary Affiliates to make use of the services or purchase the products of any competitive existing or future business in which the Executive has or expects to acquire a proprietary interest or in which the Executive is or expects to be made an employee, officer officer, director, manager, consultant, independent contractor, advisor or directorotherwise, if such services or products in any way relate to or arise out of compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary Affiliates to any existing or potential customer or client; (d) C. The Executive will not directly or indirectly employ(as an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or acquire any proprietary interest in, perform any services for, lend his name to, participate in or be connected with any business involved in the research, development, commercialization, manufacture, assembly, sale, licensing, sublicensing, distribution, supplying or marketing of any service or product which in any way compete with the services or products sold or provided or expected to be sold or provided by the Company to any existing or potential customer or client, as such services or products currently exist or are developed in the future, including, without limitation, desktop video conferencing and video on demand products, from any location in the United States of America or elsewhere where the Company conducts business during the term of this Agreement; D. The Executive agrees that, when the Executive has or expects to acquire a proprietary interest in, or is or expects to be made an employee, officer, director, manager, consultant, independent contractor, advisor or otherwise of, any existing or future business that provides or may provide services or products which in any way compete with the services or products sold or provided or expected to be sold or provided by the Company or any of its Affiliates to any existing or potential customer or client, the Executive will immediately furnish to the Company all information that may reasonably be of assistance to the Company in acting promptly to protect its relationships with any existing or potential suppliers, customers or clients with whom the Executive has had any dealings as a result of his employment by the Company or any of its Affiliates; E. The Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ or solicit for employment, any employee of the Company or any of its subsidiariesAffiliates; and F. The Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its Affiliates if such action by him would have a material adverse effect on the business, assets or financial condition of the Company or any of its Affiliates. In connection with the foregoing provisions of this Section 10, the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 10 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Executive in this Section 10 (and in Sections 7 and 8 hereof) shall survive the expiration or termination of this Agreement. For purposes of this Section 1410, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to expect to acquire a proprietary interest in a business or to be made an officer employee, officer, director, manager, consultant, independent contractor, advisor or director otherwise of such business if such possibility has been discussed with any officer, director, employee, agent, or promoter of such business. Notwithstanding anything in this Section 14 to the contrary, Executive's engagement in, ownership of, performance of services for, participation in or connection with any business or organization other than the Company or a Subsidiary, with respect to which the Chief Executive Officer of the Company, has consented in writing shall not be deemed a breach of this Agreement.

COMPETITION, ETC. During Executivethe Employee's employment by the Company and during the two one (21) year period commencing on following the date of Executive's termination of employmentthe Employee's employment hereunder for any reason whatsoever: (a) Executive the Employee will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its subsidiaries Affiliates in any way that will or may materially injure an interest of the Company or any of its subsidiaries Affiliates in its relationship and dealings with Existing existing or Potential potential customers or clients, or solicit or encourage any other executive employee of the Company or any of its subsidiaries Affiliates to do any act that is disloyal to the Company or any of its subsidiaries Affiliates or inconsistent with the interests interest of the Company or any of its subsidiaries Affiliate's interests or in violation of any provision of this Agreement; (b) Executive the Employee will not discuss with any Existing existing or Potential client potential customers or clients of the Company company or any of its subsidiaries Affiliates the present or future availability of services or products by of a business, if Executive the Employee has or expects to acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such services or products, products are competitive with services or products which the Company or any Subsidiary provides and where of its Affiliates provides; (c) the acquisition of such Employee agrees that, when the Employee has or expects to acquire a proprietary interest in, or Executive's becoming is or expects to be made an employee, officer or director of, any existing or future business that provides or is expected to provide services or products in competition with the Company or any of such business its Affiliates, the Employee will immediately furnish to the Board of Directors of the Company all information that may reasonably be of assistance to the Company in acting promptly to protect its relationships with any existing or may materially injure an interest potential customers or clients with whom the Employee has had any dealings as a result of his employment by the Company or any of its Affiliates; (d) the Employee will not make any statements ors do any act intended to cause any existing or potential customers or clients of the Company or any of its subsidiaries; (c) Executive will not make any statement or do any act intended to cause any Existing or Potential client of the Company or any Subsidiary affiliates to make use of the services or purchase the products of any competitive business in which the Executive Employee has or expects to acquire a proprietary interest or in which Executive the Employee is or expects to be made an employee, officer or director, if such services or products in any way relate to or arise out of compete with the services service or products sold or provided or expected to be sold or provided by the Company or any of its subsidiary Affiliates to any existing or potential customer or client; (de) Executive the Employee will not directly or indirectly employ(as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is then being carried on by the Company or any of its Affiliates in such geographical area; PROVIDED, HOWEVER, that the provisions of this Section 10(e) shall not be deemed to prohibit the Employee's ownership of not more than 1% of the total shares of all classes of stock outstanding of any publicly held company, and (f) except in furtherance of legitimate business interests of the Company or its Affiliates or in response to requests for personal references, the Employee will not, directly or indirectly, solicit for employment, or advise or recommend to any other person not affiliated with the Company or of its subsidiaries that they employ or solicit for employment, any employee or former employee of the Company or any of its subsidiariesAffiliates, unless at least six months have passed since such employee or former employee had been employed by the Company or any of its Affiliates. For purposes of this Section 1410, proprietary interest in a business is ownershipperson or entity (including without limitation, whether through direct or indirect stock holdings or otherwise, of one percent (1%the Employee) or more of such business. Executive shall be deemed to expect be a competitor of the Company or any of its Affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to acquire a proprietary interest be engaging in a competition with the Company or any of its Affiliates, only if such person or entity in any way conducts, operates, carries out or engages in the business of providing on-line customer support, or such other business or to be made an officer businesses as the Company or director any of its Affiliates may in the future conduct. In connection with the foregoing provisions of this Section 10, the Employee represents that his experience, capabilities and circumstances are such business if that such possibility has been discussed with any officer, director, employee, agent, or promoter of such businessprovisions will not prevent him from earning a livelihood. Notwithstanding anything The Employee further agrees that the limitations set forth in this Section 14 to 10 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the contrary, Executive's engagement in, ownership of, performance adequate protection of services for, participation in or connection with any business or organization other than the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee in this Section 10 (and in the Confidentiality Agreement) shall survive the expiration or a Subsidiary, with respect to which the Chief Executive Officer termination of the Company, has consented in writing shall not be deemed a breach of this AgreementEmployment Term.