Common use of Confidential Information Non Competition Non Solicitation Clause in Contracts

Confidential Information Non Competition Non Solicitation. (a) Executive acknowledges and agrees that the information, observations and data obtained by him while employed by the Company and its subsidiaries concerning the business or affairs of the Company, Parent or any of their subsidiaries ("Confidential Information") are the property of the Company, ------------------------ Parent or such subsidiary. Therefore, Executive agrees to keep secret and retain in the strictest confidence all Confidential Information, including without limitation, trade "know-how" secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of the Company, Parent or any of their subsidiaries learned by him in the course of his employment with the Company prior to or after the date of this Agreement, and not to disclose them to anyone outside the Company, Parent or any of their subsidiaries, either during or after his employment with the Company, except (i) in the course of performing his services hereunder; (ii) with the Company's express written consent; (iii) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense, shall take all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit the Company to intervene and participate with counsel of its own choice in any related proceeding. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, Parent or any of their subsidiaries which he may then possess or have under his control. (b) Executive acknowledges that during his employment with the Company he has become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive agrees that during the one-year period immediately following the Date of Termination (the "Restricted Period"), he shall not, directly or indirectly, own ----------------- any interest in, manage, control, actively participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Company's 2000 and 2001 business plans as provided to Parent prior to the date hereof (the "Business Plans"). -------------- Nothing herein shall prohibit Executive from holding less than a 2% equity or voting interest in any publicly traded company that competes with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Business Plans, so long as Executive has no active participation in the business of such corporation. For purposes this Section 7(b), "active participation" includes, without limitation, acting directly or indirectly as an officer, director, proprietor, employee, partner, investor, lender, consultant, advisor, agent or representative. (c) Executive further agrees that during the one-year period immediately following the Date of Termination, he shall not, directly or indirectly, solicit any person who on the date hereof is an employee or consultant of the Company or any subsidiary, to leave the employ or cease providing services to the Company or such subsidiary. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable. (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Confidential Information Non Competition Non Solicitation. (a) Executive acknowledges that in his employment hereunder he will occupy a position of trust and agrees that confidence. (b) Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company, at the Company’s expense, in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder, any of the following, in each case without limitation in time: any trade secrets, confidential information, observations and knowledge or data obtained by him while employed by relating to the Company and its subsidiaries concerning businesses, operations, inventions, products, strategies, and investments, obtained by the business or affairs Executive during the Executive’s employment by the Company that is not publicly available (other than by acts by the Executive in violation of this Agreement). Executive acknowledges that such confidential information is specialized, unique in nature and of great value to the Company, Parent and that such confidential information gives the Company a competitive advantage. The Executive agrees to deliver or any of their subsidiaries ("Confidential Information") are the property of return to the Company, ------------------------ Parent at the Company’s request at any time or such subsidiary. Thereforeupon termination or expiration of his employment or as soon thereafter as possible, Executive agrees to keep secret all documents, computer tapes and retain in the strictest confidence all Confidential Informationdisks, including without limitationrecords, trade "know-how" secrets, customer lists, pricing policiesdata, operational methodsdrawings, technical processesprints, formulae, inventions notes and research projects written information (and other business affairs all copies thereof) furnished by or on behalf of the Company, Parent Company or any of their subsidiaries learned prepared by him the Executive in the course of his employment with the Company prior to or after the date of this Agreement, and not to disclose them to anyone outside by the Company, Parent or any . (c) During the Employment Period and for a period of their subsidiaries, either during or after his employment with one (1) year beyond the Company, except (i) in the course of performing his services hereunder; (ii) with the Company's express written consent; (iii) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense, shall take all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit the Company to intervene and participate with counsel of its own choice in any related proceeding. Executive shall deliver to the Company at the termination expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, Parent or any of their subsidiaries which he may then possess or have under his control. (b) Executive acknowledges that during his employment with the Company he has become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive agrees that during the one-year period immediately following the Date of Termination (the "Restricted Period"), he shall not, directly or indirectly, own ----------------- any interest inwithout the prior written consent of the Company, provide services to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, actively participate in, consult withor be connected with (as a stockholder, render services forpartner, or in otherwise), any manner engage in any business competing with the businesses business, individual, partner, firm, corporation, or other entity that is then a direct competitor of the Company or its subsidiariessubsidiaries (each such competitor a “Competitor of the Company”); provided, however, that the “beneficial ownership” by Executive, either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as such businesses exist on amended, of not more than five percent (5%) of the Effective Date voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement and provided further that, with the consent of the Company (which consent shall not be unreasonably withheld or as are contemplated in delayed), the Company's 2000 and 2001 business plans as provided to Parent prior to the date hereof (the "Business Plans"). -------------- Nothing herein foregoing shall not prohibit Executive from holding less than rendering services to an entity that conducts a 2% equity business that is a “Competitor of the Company” if such business does not contribute a material portion of such entity’s revenues. It is further expressly agreed that the Company will or voting interest in any publicly traded company that competes would suffer irreparable injury if Executive were to compete with the businesses Company or any subsidiary thereof in violation of this Agreement, and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting Executive from competing with the Company or any subsidiary of the Company or its subsidiaries, as such businesses exist on in violation of this Agreement. Executive and the Effective Date or as are contemplated in the Business Plans, so long as Executive has no active participation in Company acknowledge and agree that the business of such corporation. For purposes this Section 7(b)the Company is international in nature, "active participation" includesand that the terms of the non-competition agreement set forth herein shall apply on a worldwide basis, without limitation, acting directly or indirectly as an officer, director, proprietor, employee, partner, investor, lender, consultant, advisor, agent or representativebut only in those countries where the Company has significant global operations on the date of termination of Executive’s employment. (cd) During the Employment Period and for a period of one (1) year beyond the expiration of the Employment Period, Executive further agrees that during the one-year period immediately following the Date of Termination, he shall not, directly or indirectly, solicit without the prior written consent of the Company, solicit, induce, encourage or in any person who on way cause any of the date hereof is an employee Company’s or consultant of its affiliates’ customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by the Company or any subsidiary, its affiliates during the term of Executive’s employment with the Company to leave the employ reduce or cease providing services to terminate its business relationship with the Company or such subsidiary. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonableits affiliates. (e) In During the event Employment Period and for a period of two (2) years beyond the expiration of the breach Employment Period, Executive shall not, directly or a threatened breach by Executive indirectly, without the prior written consent of any of the provisions of this Section 7, the Company, solicit, recruit, induce, encourage or in addition any way cause any employee of the Company (or such affiliate) to terminate his employment with the Company (or such affiliate). (f) The obligations contained in this Section 10 shall survive the termination or expiration of Executive’s employment with the Company and supplementary shall be fully enforceable thereafter in accordance with its terms. (g) If any portion of the covenants or agreements contained in this Section 10, or the application hereof, is construed to be invalid or unenforceable, the other rights portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and remedies existing shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 10 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and/or limit the scope thereof to the minimum extent necessary to make the covenant or agreement enforceable in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)reduced form.

Confidential Information Non Competition Non Solicitation. (a) Executive Consultant acknowledges and agrees that the information, observations and data obtained by him while employed by the Company and its subsidiaries concerning the business or affairs of the Company, Parent or any of their subsidiaries ("Confidential Information") are the property of the Company, ------------------------ Parent or such subsidiary. Therefore, Executive Consultant agrees to keep secret and retain in the strictest confidence all Confidential Information, including without limitation, trade "know-how" secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of the Company, Parent or any of their subsidiaries learned by him in the course of his employment with the Company or consultancy prior to or after the date of this Agreement, and not to disclose them to anyone outside the Company, Parent or any of their subsidiaries, either during or after his employment and consultancy with the Company, except (i) in the course of performing his services hereunder; (ii) with the Company's express written consent; (iii) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of ExecutiveConsultant's acts or omissions; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive Consultant shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive Consultant promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense, shall take all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit the Company to intervene and participate with counsel of its own choice in any related proceeding. Executive Consultant shall deliver to the Company at the termination of the Employment Consulting Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, Parent or any of their subsidiaries which he may then possess or have under his control. (b) Executive Consultant acknowledges that during his employment and consultancy with the Company he has become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive Consultant agrees that during the onethree-year period immediately following the Effective Date (or, if longer, the period commencing on the Effective Date and ending two years after the expiration of Termination the Consulting Period) (the "Restricted Period"), he shall not, directly or indirectly, own ----------------- any interest in, manage, control, actively participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Company's 2000 and 2001 business plans as provided to Parent prior to the date hereof (the "Business Plans"). -------------- Nothing herein shall prohibit Executive Consultant from holding less than a 2% equity or voting interest in any publicly traded company that competes with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Business Plans, so long as Executive Consultant has no active participation in the business of such corporation. For purposes this Section 7(b), "active participation" includes, without limitation, acting directly or indirectly as an officer, director, proprietor, employee, partner, investor, lender, consultant, advisor, agent or representative. (c) Executive Consultant further agrees that during the onefive-year period immediately following the Date of TerminationEffective Date, he shall not, directly or indirectly, solicit any person who on the date hereof is an employee or consultant of the Company or any subsidiary, to leave the employ or cease providing services to the Company or such subsidiary. (d) In consideration for Consultant's agreements under Section 7(b) and (c) hereof, the Company shall pay Consultant an aggregate amount in cash of $808,500, with interest on amounts paid following the Effective Date at a rate of 7% compounded annually (the "Restrictive Covenant Consideration"). The ---------------------------------- Restrictive Covenant Consideration shall be payable in two nonrefundable installments as follows: $539,000 shall be paid on the Effective Date, and the remaining $269,500 (plus interest as described above) shall be paid on the last day of the Restricted Period. (e) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive Consultant agrees that the restrictions contained in this Section 7 are reasonable. (ef) In the event of the breach or a threatened breach by Executive Consultant of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Confidential Information Non Competition Non Solicitation. (a) Executive Consultant acknowledges and agrees that the information, observations and data obtained by him while employed by the Company and its subsidiaries concerning the business or affairs of the Company, Parent or any of their subsidiaries ("Confidential Information") are the property of the Company, ------------------------ Parent or such subsidiary. Therefore, Executive Consultant agrees to keep secret and retain in the strictest confidence all Confidential Information, including without limitation, trade "know-how" secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of the Company, Parent or any of their subsidiaries learned by him in the course of his employment with the Company or consultancy prior to or after the date of this Agreement, and not to disclose them to anyone outside the Company, Parent or any of their subsidiaries, either during or after his employment and consultancy with the Company, except (i) in the course of performing his services hereunder; (ii) with the Company's express written consent; (iii) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of ExecutiveConsultant's acts or omissions; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive Consultant shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive Consultant promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 10 hereof), and, at the Company's expense, shall take all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit the Company to intervene and participate with counsel of its own choice in any related proceeding. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, Parent or any of their subsidiaries which he may then possess or have under his control. (b) Executive acknowledges that during his employment with the Company he has become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive agrees that during the one-year period immediately following the Date of Termination (the "Restricted Period"), he shall not, directly or indirectly, own ----------------- any interest in, manage, control, actively participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Company's 2000 and 2001 business plans as provided to Parent prior to the date hereof (the "Business Plans"). -------------- Nothing herein shall prohibit Executive from holding less than a 2% equity or voting interest in any publicly traded company that competes with the businesses of the Company or its subsidiaries, as such businesses exist on the Effective Date or as are contemplated in the Business Plans, so long as Executive has no active participation in the business of such corporation. For purposes this Section 7(b), "active participation" includes, without limitation, acting directly or indirectly as an officer, director, proprietor, employee, partner, investor, lender, consultant, advisor, agent or representative. (c) Executive further agrees that during the one-year period immediately following the Date of Termination, he shall not, directly or indirectly, solicit any person who on the date hereof is an employee or consultant of the Company or any subsidiary, to leave the employ or cease providing services to the Company or such subsidiary. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable. (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).related