Common use of CONFIDENTIALITY; COVENANT NOT TO COMPETE Clause in Contracts

CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) Executive will execute Confidentiality IP Agreement, provided, however that in the event of any conflict between any specific terms in this Agreement and the Confidentiality IP Agreement, the terms in this Agreement shall control. (b) During the Employment Period and for a one (1) year period thereafter: (i) except for ownership of one percent or less of the shares of any company listed on a national or regional stock exchange, Executive will not own any share of stock or other ownership interest, either directly or indirectly, or serve as a director, officer, manager, trustee, partner, employee, independent contractor, agent, or consultant, or otherwise become active or involved in the management, operation, or representation of a business or other enterprise that is engaged in or about to engage in selling, marketing, producing, distributing, leasing, designing, or developing a Competing Product in any Restricted Country, provided, however, that Executive may accept employment with a business organization that is engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product in a Restricted Country if (x) such business organization is diversified to the extent that it has significant operations other than that portion of the business organization that is engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product; (y) during the entire one (1) year period following termination of employment with the Company, Executive will be rendering services to that portion of the business organization that is not engaged or about to engage in selling, marketing, producing, distributing, leasing, or developing a Competing Product and (z) prior to acceptance of employment by Executive with such business organization, separate written assurances satisfactory to the Company shall be received and accepted by the Company from both Executive and the business organization, in each case stating that during the entire one (1) year period following termination of employment with the Company Executive will not be rendering services to any portion of the business organization that, directly or indirectly, is engaged or about to engage in selling, marketing, producing, distributing, leasing, designing, or developing a Competing Product. (ii) Executive will comply with the provisions of Section 8 of the Confidentiality IP Agreement, provided however: