Common use of Confidentiality; Non-Compete Clause in Contracts

Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he will not, directly or indirectly, use for his own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he she will not, directly or indirectly, use for his her own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he she will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by 5 6 or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he she became aware during his her employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his her rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.such

Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he she will not, directly or indirectly, use for his her own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he she will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he she became aware during his her employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 9 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his her rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 9 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 9 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive Xxxxxxxxxx agrees that during the Employment Period, or at any time thereafter, he will not, directly or indirectly, use for his own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers and that upon the Expiration Date or the Date of Termination, whichever the case may be, he will deliver all lists of customers, notes, records and all other property belonging to the Company or relating to its business or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive Xxxxxxxxxx further agrees that during the Employment Period term of this Agreement and for a period of eighteen two (182) months thereafteryears after the Expiration Date or the Date of Termination, whichever the case may be, he will not, directly or indirectly, in any manner (i) engage in any other business in which competes with any business conducted by the CompanyDivision is engaged on the Expiration Date or the Date of Termination, whichever the case may be, in such geographic areas in which the Company is then engaged, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive Xxxxxxxxxx from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer client or former customer client to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive Xxxxxxxxxx acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive Xxxxxxxxxx of his rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.

Confidentiality; Non-Compete. (a) The You hereby acknowledge and agree that you will not at any time while you are the Non-Executive agrees that during the Employment PeriodChairman, or at any time thereafter, he will notuse, directly or indirectly, use for his own benefit or other than for the benefit purposes of the Company, or disclose to any third party, or reveal or cause to be revealed to any personconfidential information of the Company acquired as a result of your relationship with the Company, firm, entity or corporation, any Confidential Information (as defined herein) which relates including without limitation information relating to the Company or its customers. Confidential Information shall includebusiness, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property operations and any other information, whether or not proprietary, which relates to the business finances of the Company and which otherwise is not considered any subsidiaries or affiliates, or any other information deemed by the Company to be public confidential information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter shall not apply (i) to any information not proprietary to the Company, which is or becomes public knowledge (other than as a result of your conduct); or (ii) to the disclosure of any information which is then in with the public domain, or (iii) information required to be disclosed by lawprior written consent of the Company. (b) The Executive further agrees You hereby acknowledge and agree that during while you are serving on the Employment Period Board and for a period of eighteen one (181) months thereafteryear commencing with the date you cease to serve as a Board member (the “Restricted Period”), he will you shall not, directly or indirectly, be employed by or otherwise provide services for, including but not limited to, as a consultant, independent contractor or other capacity, or own or invest in (other than ownership for investment purposes of less than two percent (2%) of a publicly traded company) any manner company or other entity or organization operating or managing quick service restaurants in the United States that are primarily focused on chicken products (i“Competitive Business”). A Competitive Business shall be deemed to include (but without limitation) engage in any business which competes with any business conducted by Chick-fil-A, Kentucky Fried Chicken, Church’s, Zaxby’s and Popeye’s. In addition, during the CompanyRestricted Period, you hereby acknowledge and will agree that you shall not, directly or indirectly, ownon your behalf or the behalf of a third party, managehire, operatesolicit, join, control persuade or participate in the ownership, management, operation induce or control of, or be attempt to do so any person who is actively employed by or connected in any manner with any corporationperforming services as an independent contract for, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by its subsidiaries at any other entity; time during the twelve (iii12) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with months preceding your termination. You further acknowledge that the Company or (iv) take any action which might divert from has expended and will continue to expend substantial time, money and effort to develop its goodwill, business sources and customers, and thus the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the restrictive covenants contained in this paragraph Section 8 may cause irreparable injury are reasonable to protect the Company and that in the event of any breach of this Section 8 by you, the damages suffered by the Company will be entitledare not readily susceptible to being measured by money damages and that, in addition to any other rights remedies available to the Company at law or in equity, the Company shall be entitled to obtain specific performance and remedies it may haveinjunctive or other equitable relief by a court of competent jurisdiction without the necessity of posting a bond or proving actual damages and without liability should such relief be denied, modified or vacated. You also recognize that the territorial, time and scope limitations set forth in this Section 8 are reasonable and are properly required for the protection of the Company and its subsidiaries and in the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, the Company and you agree, and you submit, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his rights to contest the existence reduction of any or all of said territorial, time or scope limitations to such violation of such covenantsan area, period or scope as said court shall deem reasonable under the circumstances. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive Xxxxxxxx agrees that during the Employment Periodterm hereof, or at any time thereafter, he will not, directly or indirectly, use for his own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its strategies and procedures for conducting business or its customers or any of the medical practices it manages or with which it has negotiated (except in connection with the performance of his duties hereunder or as may be required by law) and that upon termination of his employment he will deliver all memorandum and/or information developed by or relating to the Company, all lists of customers, and medical practices with whom or which the Company has done or negotiated the doing of business and all other notes, records and other property belonging to the Company or relating to its business or its customers or the medical practices which it manages. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, medical practice lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered except to be the extent that such information becomes generally available to the public information; provided, however, that the parties acknowledge that it is not the intention other than as a result of Xxxxxxxx'x breach of this paragraph to include within its subject matter (iSection 7(a) information or is received by him from a third party not proprietary in violation of any obligation to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during For the Employment Period and for a period of eighteen two (182) months thereafteryears after the termination of this Agreement (the "Non-Compete Period"), Xxxxxxxx hereby covenants and agrees with the Company, that, unless acting as an officer, employee or consultant to the Company, or affiliate of the Company, or with the Company's prior written consent, he will notnot anywhere in any geographic areas in which the Company is then doing business; (i) compete, directly or indirectly, with the Company or any of its affiliates in any manner the business of managing medical practices, hospitals, diagnostic centers or other similar medical related businesses (ithe "Competitive Business"); (ii) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, ownon its own behalf or on behalf of or as an employee or agent of any other person or entity, managecontact or approach any person or business, operatewherever located, join, control or participate for the purpose of competing with the Company in the ownershipCompetitive Business; (iii) participate as a director, managementofficer, operation consultant, or control partner of, or be employed by have any other direct or connected indirect financial interest in, any enterprise which engages in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the CompanyCompetitive Business; provided, however, that nothing herein shall prohibit Xxxxxxxx from continuing to act as the Executive Systems Director of St. Xxxxxxx Hospital in Hartford, Connecticut; as the Director of Radiology at St. Xxxxxxx Hospital in Poughkeepsie, New York; or as a consultant to Xxxxxx Valley Hospital Center in Peekskill, New York; provided, further, that nothing herein shall prohibit Xxxxxxxx from owning not more than three (3%) percent of the outstanding stock of any publicly held corporationcorporation required to file reports pursuant to the Securities Exchange Act of 1934; (iiiv) participate as an employee, agent, representative or consultant in, or render any services to, any enterprise in which his responsibility competes, directly or indirectly, with the Competitive Business; (v) persuade or attempt to persuade any employee of the Company (or any of its subsidiaries) to leave the employ of the Company (or any of its subsidiaries) or to become employed by any other entity; , (iiivi) persuade or attempt to persuade any current customer client or former customer client to reduce the amount of business it does or intends or anticipates doing with the Company (or any of its subsidiaries); or (ivvii) take any action which might divert from the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or to his knowledge planned to be engaged in by the Company. (c) The Executive Xxxxxxxx acknowledges that a violation of any of the covenants contained in this paragraph 8 Paragraph 7 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive Xxxxxxxx of his rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 Paragraph 7 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 9 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive agrees that during 4.1. Without derogating from any other agreement or undertaking to which any of the Employment Periodparties hereto is subject, and in addition to any such agreement or at any time thereafterundertaking, he will notthe parties undertake to abide by the provisions of this Section 4. 4.2. Each party hereto undertakes to keep in strict confidence, directly or indirectly, and not to use for his own benefit or any purpose whatsoever except for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporationthe Company, any Confidential Information (as defined herein) which relates and all information relating in any way to the Company or and its customers. Confidential Information shall includebusiness which had been provided to such party by the Company, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter except: (i) information which is or shall be in the public domain not proprietary due to the Company, any act of such party in breach of law or agreement; (ii) information which is then in the public domain, became or shall become known to such party prior to disclosure by Company of such information to such party; (iii) information which became or shall become known to such party from a source other than Company other than by the breach of an obligation of confidentiality owed to the Company; (iv) information that was or shall be independently developed by such party; or (v) information which such party is required to be disclosed by disclose under any applicable law. Notwithstanding the aforesaid, in connection with periodic reports to their shareholders or partners, the holders of Preferred Shares may make general statements, not containing technical information, regarding the nature and progress of the Company's business, and may provide summary financial information of the Company. In addition, in the event that any holder of Preferred Shares or its partners or parent companies (any such entity, a "PARENT COMPANY") is or shall become publicly traded and/or otherwise subject to certain disclosure duties under applicable securities laws and regulations (including any regulations and rules of stock exchanges), or any other laws and regulations, the Company shall furnish it with financial statements and/or any other information as such holder of Preferred Shares or its Parent Company may require in order to comply with any disclosure requirements under such laws and regulations. (b) 4.3. The Executive further agrees that during the Employment Period and for a period holders of eighteen (18) months thereafter, he will not, directly or indirectlyPreferred Shares confirm that, in the event that any manner (i) engage of them shall invest in any business entity which directly competes with the Company's products, then, absent the Board's prior written approval, the applicable Preferred Director shall not simultaneously serve as a director of such entity which competes with any business conducted by the Company. It is agreed that in the event a certain holder of Preferred Shares shall make an equity investment in a company which is a competitor of the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or applicable Preferred Director shall be employed by or connected in any manner entitled to provide such holder of Preferred Shares with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he became aware during his employment with material concerning the Company which would is of a confidential nature, provided however without derogating from the forgoing in this Agreement, that such holder of Preferred Shares shall not be within entitled to convey the scope said confidential information to the said competitor. For the prevention of doubt and for purposes of this Section 4.3 only, financial statements shall not be regarded as confidential. Furthermore, for purposes of this Section 4.3, a Competitor shall be taken to mean any legal entity in which the holder of Preferred Shares holds at least 5% of the businesses then engaged equity or a legal entity in or planned to be engaged in by which the Companyholder of Preferred Shares has a representative at the board of directors. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he she will not, directly or indirectly, use for his her own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he she will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he she became aware during his her employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his her rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 shall survive such termination.

Confidentiality; Non-Compete. (a) The Executive agrees that during the Employment Period, or at any time thereafter, he will not, directly or indirectly, use for his own benefit or for the benefit of any third party, or reveal or cause to be revealed to any person, firm, entity or corporation, any Confidential Information (as defined herein) which relates to the Company or its customers. Confidential Information shall include, but not be limited to, trade secrets, supplier lists, customer lists, intellectual property and any other information, whether or not proprietary, which relates to the business of the Company and which otherwise is not considered to be public information; provided, however, that the parties acknowledge that it is not the intention of this paragraph to include within its subject matter (i) information not proprietary to the Company, (ii) information which is then in the public domain, or (iii) information required to be disclosed by law. (b) The Executive further agrees that during the Employment Period and for a period of eighteen (18) months thereafter, he will not, directly or indirectly, in any manner (i) engage in any business which competes with any business conducted by the Company, and will not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any corporation, firm, entity, or business that is so engaged unless duly authorized by written consent of the Company; provided, however, that nothing herein shall prohibit the Executive from owning not more than three (3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by any other entity; (iii) persuade or attempt to persuade any current customer or former customer to reduce the amount of business it does or intends or anticipates doing with the Company or (iv) take any action which might divert from the Company any opportunity of which he became aware during his employment with the Company which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company. (c) The Executive acknowledges that a violation of any of the covenants contained in this paragraph 8 9 may cause irreparable injury to the Company and that the Company will be entitled, in addition to any other rights and remedies it may have, to injunctive relief; provided, however, that nothing contained herein constitutes a waiver by the Executive of his rights to contest the existence of any such violation of such covenants. (d) In the event the covenants contained in this paragraph 8 9 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity, then such covenants so affected shall be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable, and, as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in full force and effect. (e) In the event this Agreement shall be terminated, then notwithstanding such termination, the provisions of this paragraph 8 9 shall survive such termination.