Common use of Confidentiality; Non-Competition Clause in Contracts

Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof and Employee timely receives payment of the Special Termination Payments, Employee agrees that following the termination of Employment: A. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent of the Company or any of its subsidiaries or affiliates; and (iii) observe all security policies implemented by the Company or any of its subsidiaries or affiliates with respect to the Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In (a) Employee recognizes and acknowledges that all information pertaining to the event that Employee’s employment is terminated pursuant to Section 1 hereof and Employee timely receives payment affairs, business, clients, or customers of the Special Termination Payments, Employee agrees that following the termination of Employment: A. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company Sterling or any of its subsidiaries Subsidiaries or affiliates and their business and operations(any or all of such entities being hereinafter referred to as the "Business"), and including without limitation all filestrade secrets, proprietary information, customer lists, customer information, records, memoranda, letters, memorandabooks, papers, reports, recordsaccountings, computer disks experience or other computer storage medium, data, modelsas such information may exist from time to time, other than information that Sterling has previously made publicly available or which is in the public domain, is "Confidential Information" and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of Employee's duties under this Agreement. Employee shall not, except to the extent reasonably necessary in the performance of his or her duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any photographic information concerning the affairs, business, clients, or customers of the Business (except such information as is required by law to be divulged to a government agency or pursuant to lawful process), or make use of any such information for his own purposes or for the benefit of any person, firm, association or corporation (except the Business) and shall use his or her reasonable best efforts to prevent the disclosure of any such information by others. Confidential Information is and shall remain the property of the Business. No copies thereof shall be made which are not retained by the Business, and Employee agrees, on termination of his or her employment or on demand of Sterling, to deliver the same to Sterling. (b) For a period of one year following termination of employment, Employee shall not, without express prior written approval of Sterling's Board, directly or indirectly own or hold any proprietary interest in any corporation, partnership, sole proprietorship or other tangible materials containing such information entity engaged in competition with Sterling or any of its affiliates (“Confidential Information”a "Competitor"). For a period of two years following termination of employment, including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information Employee shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent of Sterling: (a) solicit for the Company account of any Competitor, any customer or any client of Sterling, its subsidiaries Subsidiaries or affiliates; and (iiib) observe all security policies implemented by act on behalf of any Competitor to interfere with the Company or any of relationship between Sterling, its subsidiaries or affiliates with respect to the Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries Subsidiaries or affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In (a) Until Closing, PSS, -------------------------------- PSS Sub and Sellers each agree that all financial or other information about PSS, the event that Employee’s employment is terminated pursuant MARS Companies or any Seller, or other information of a confidential or proprietary nature, disclosed to Section 1 hereof and Employee timely receives payment of the Special Termination Payments, Employee agrees that following other at any time in connection with the termination of Employment: A. Employee shall, for so long as proposed transaction shall be kept confidential by the party receiving such information remains non-public, and shall not be disclosed to any person or used by the receiving party (other than to its agents or employees or in connection with the transactions contemplated by this Agreement) except: (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without with the prior written consent of the disclosing party; (ii) as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange (including the Nasdaq National Market); (iii) such information which may have been acquired or obtained by such party (other than through disclosure by the other party in connection with the transaction contemplated by this Agreement); or (iv) such information which is or becomes generally available to the public other than as a result of a violation of this provision. Sellers shall be bound by the terms of this paragraph (a) for a period of five years after Closing. (b) Each Seller hereby acknowledges and recognizes such party's possession of confidential or proprietary information and the highly competitive nature of the business of the MARS Companies and accordingly agrees that, in consideration of PSS and PSS Sub entering into this Agreement and the other transactions contemplated hereby and the premises contained herein, such Seller will not, from and after the date of the Closing for a period of (x) in the case of Xxxxxx Xxxxxxx, the later of (1) two years after the date of the Closing and (2) one year after the date of termination, if any, of Xxxxxx Xxxxxxx'x employment with the MARS Companies or one of its affiliates and (y) in the case of the other Sellers, five years after the date of the Closing, for any reason whatsoever, either individually or as an officer, director, stockholder, partner, agent or principal of another business firm, (i) directly or indirectly engage in the United States in any business which is competitive with the businesses conducted by the MARS Companies (including seeking or accepting employment with a client of any MARS Company or any of its subsidiaries affiliates) (a "Competitive Business"), (ii) assist others in engaging in any Competitive Business in the manner described in the foregoing clause (i), (iii) solicit, professionally contact or affiliates; provide medical billing, accounts receivable, accounting, collection agency, financial or consulting services to any Client Account or (iv) induce employees of the MARS Companies, PSS or any affiliate of PSS to terminate their employment with the MARS Companies, PSS or such affiliate, as the case may be, or hire any employees of the MARS Companies, PSS or any other affiliate of PSS to work with any Seller or any company or business affiliated with any Seller. Notwithstanding clauses (i), (ii) and (iii) observe all security policies implemented by of the Company immediately preceding sentence, (x) any Seller may participate in, operate or expand, any business in which such Seller has an interest, including a software development business, provided that such business does not directly or indirectly compete with the businesses of any MARS Company, PSS or any of its subsidiaries their respective affiliates, in each case as conducted as of the time of the Closing or affiliates with respect as of the time that such Seller proposes to enter into such business, (y) any Seller engaged in the Confidential Information. In the event that the Employee is ordered provision of legal services may provide legal services to disclose any Confidential Information, whether in a Client Account not involving collection or accounts receivable legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee shall not, for a period of twelve representation and (12z) months following the termination of employment, for any reason, if (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of Employment Period (defined in the Company or any of its subsidiaries or affiliates; or Diluca Employment Agreement (defined below in Section 4.1(i)) is terminated by C-Care without Cause (defined in the Diluca Employment Agreement), (ii) request the Employment Period is terminated by Xxxxxxx Xxxxxx for Good Reason (defined in the Diluca Employment Agreement) or advise any supplier or vendor (iii) the Employment Period expires pursuant to Section 1 of the Company or any of its subsidiaries or affiliates to withdrawDiluca Employment Agreement, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was Xxxxxxx Xxxxxx may be employed by a Client Account that has not generated revenue to the Company or any MARS Companies of its subsidiaries or affiliates at or within more than $100,000 in the prior six months, or in any manner seek to induce any such person to leave his or her employmentaggregate during the twelve calendar months immediately preceding the date of determination.

Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof 2 of this Agreement and Employee timely receives payment of the Special Termination Payments, Employee agrees that following the termination of Employment: A. a. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent of the Company or any of its subsidiaries or affiliates; and (iii) observe all security policies implemented by the Company or any of its subsidiaries or affiliates with respect to the Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company.; B. b. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; , or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail curtail, or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. c. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In (a) Until Closing, -------------------------------- Parent, Subsidiary and Sellers each agree that all financial or other information about Parent, the event that Employee’s employment is terminated Company or any Seller, or other information of a confidential or proprietary nature, disclosed to the other at any time in connection with the proposed transaction shall be kept confidential by the party receiving such information and shall not be disclosed to any person or used by the receiving party (other than to its agents or employees or in connection with the transactions contemplated by this Agreement) except: (i) with the prior written consent of the disclosing party; (ii) as may be required by applicable law, court process or by obligations pursuant to Section 1 hereof any listing agreement with any national securities exchange (including the Nasdaq National Market); (iii) such information which may have been acquired or obtained by such party (other than through disclosure by the other party in connection with the transaction contemplated by this Agreement); or (iv) such information which is or becomes generally available to the public other than as a result of a violation of this provision. Sellers shall be bound by the terms of this paragraph (a) for a period of five years after Closing. (b) Each Seller hereby acknowledges and Employee timely receives payment recognizes such parties' possession of confidential or proprietary information and the highly competitive nature of the Special Termination Paymentsbusiness of the Company and accordingly agrees that, Employee agrees that following in consideration of Parent and Subsidiary entering into this Agreement and the termination other transactions contemplated hereby and the premises contained herein, such Seller will not, from and after the date of Employment: A. Employee shallthe Closing for a period of five years after the date of the Closing, for so long any reason whatsoever, either individually or as such information remains non-publican officer, director, stockholder, partner, agent or principal of another business firm, (i) hold directly or indirectly engage in confidence and refrain from disclosing to the United States in any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their competitive business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, seeking or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent accepting employment with a client of the Company or any of its subsidiaries or affiliates; and ), (ii) assist others in engaging in any competitive business in the manner described in the foregoing clause (i), (iii) observe all security policies implemented by solicit, professionally contact or provide medical billing, accounts receivable, accounting, collection agency, financial or consulting services to any Client Account or (iv) induce employees of the Company Company, Parent or any affiliate of its subsidiaries Parent to terminate their employment with the Company, Parent or affiliates with respect to such affiliate, as the Confidential Information. In case may be, or hire any employees of the event that the Employee is ordered to disclose any Confidential InformationCompany, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company Parent or any other affiliate of its subsidiaries Parent to work with any Seller or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, affiliated with any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employmentSeller.

Confidentiality; Non-Competition. (a) In the course of operation of the business of all parties, all parties shall have received, and will continue to receive, information that gives the other parties an advantage over its competitors, and which is confidential and proprietary, relating to each parties' respective names and preferences of customers, the costs and profits of particular lines, products and markets, technological data, computer programs, know-how, potential acquisitions, sources of financing, corporate operating and financing strategies, expansion plans and similar related information (collectively, the "Confidential Material"). At no time during the period commencing on the date first written above shall any party to this Agreement, whether individually, or jointly with others, for the benefit of himself, herself or any third party, publish, disclose, use, or authorize anyone else to publish, disclose, or use any Confidential Material of the other parties; provided, however, that any such Confidential Material may be disclosed only as required by law (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or any informal or formal investigation by any Governmental Entity). In the event that Employee’s employment any party is terminated requested pursuant to, or is required by, applicable law or regulation or by legal process to Section 1 hereof disclose any Confidential Material, such party shall promptly notify the other parties of any anticipated disclosure obligation and Employee timely receives payment cooperate with the other parties, at such other parties' expense, in its efforts to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Special Termination PaymentsConfidential Material that is required to be disclosed. The parties acknowledge that any disclosure of any Confidential Material would cause material and irrevocable harm to the other parties and their respective business. (b) In addition to, Employee agrees that following and without limitation of, the termination terms and conditions set forth in the Employment Agreements (as defined in Section 8.4), Lisa Garber and Maxx Xxxxxx hereby xxxxxxxxxxe and recognize the highly competitive nature of Employment: A. Employee the business of SMI and its affiliates and, accordingly, agree that, in consideration for the Merger Consideration to be received by them in connection with the consummation of the transactions contemplated herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and to induce SMI to enter into this Agreement, neither they, nor any of their affiliates, shall, for so long as such information remains non-publicfrom and after the Closing until the fifth anniversary thereof, (i) hold individually or jointly with others, directly or indirectly, own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in confidence and refrain from disclosing to any other party all informationmanner, whether written as an officer, director, employee, partner, investor or oralotherwise, tangible any business entity that is engaged or intangibleotherwise involved in any business similar to the business of SMI, of a privateNext, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, modelsCMJ, or any photographic affiliates thereof, whether through ownership, leasing or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotionaloperations, or marketing plans, programs, techniques, practices operate any businesses under a name using any derivative of the name "Sporting Magic," "Next" or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, "CMJ Ventures," without first obtaining the prior written consent of SMI, which may be withheld for any reason, or no reason, in the Company sole discretion of SMI; provided, however, that such provision shall not apply to the ownership by Lisa Garber or Marx Xxxxxx, solelx xx x xxxxive investment, of the securities of any issuer that are listed for trading on a national securities exchange or are traded in the over-the-counter market which do not, in the case of its subsidiaries Lisa Garber or affiliates; Mark Xxxxxx, xxnstixxxx xxxx xhan 2.0% of the total amount of such securities that are outstanding. (c) It is the desire and (iii) observe all security intent of the parties that the foregoing provisions of this Section 6.6 shall be enforced to the fullest extent permissible under the laws and public policies implemented by applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the Company portion thus adjudicated to be invalid or any of its subsidiaries or affiliates unenforceable, with such deletion only to apply with respect to the Confidential Informationoperation of such provision of this Section 6.6 in the particular jurisdiction in which such adjudication is made. In addition, in the event that the Employee is ordered to disclose of a breach or threatened breach by any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or Stockholder of any of its subsidiaries the provisions of this Section 6.6, SMI and the Surviving Corporation shall be entitled to an injunction restraining them, him or affiliates with prompt notice of her, as the case may be, from such request breach. Nothing contained herein shall be construed as prohibiting SMI or order so that the Company Surviving Corporation from pursuing any other remedies available for such breach or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Companythreatened breach. B. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In (a) Until Closing, the event parties each agree that Employee’s employment is terminated pursuant all financial or technical information about the Purchaser or the Seller, or other information of a confidential or proprietary nature, disclosed to Section 1 hereof and Employee timely receives payment of the Special Termination Payments, Employee agrees that following other at any time in connection with the termination of Employment: A. Employee shall, for so long as proposed transaction shall be kept confidential by the party receiving such information remains non-public, and shall not be disclosed to any Person or used by the receiving party (other than to its agents or employees or in connection with the transactions contemplated by this Agreement) except (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without with the prior written consent of the Company or any of its subsidiaries or affiliatesdisclosing party; and (ii) as may be required by law; (iii) observe all security policies implemented such information which may have been acquired or obtained by such party (other than through disclosure by the Company other party in connection with the transactions contemplated by this Agreement); or any of its subsidiaries (iv) such information which is or affiliates with respect becomes generally available to the Confidential Informationpublic other than as a result of a violation of this provision. In All parties shall be bound by the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any terms of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee shall not, this Section for a period of twelve three years after Closing; in the case of the Purchaser only with respect to information that is not a part of the Acquired Assets. (12b) months following The Seller and Dynatech each hereby acknowledge and recognize such parties' possession of confidential or proprietary information and the termination highly competitive nature of employmentthe Business and accordingly agree that, in consideration of the premises contained herein, such parties will not, from and after the date of this Agreement for a period of three years after the date of this Agreement, for any reasonreason whatsoever, (i) disparage directly or indirectly engage in the Company United States in any business competitive with the Business, whether such engagement shall be as an employer, officer, director, owner, employee, partner or other agent or participant, PROVIDED, HOWEVER, that any director of its subsidiaries Dynatech Corp. that is not employed by Dynatech Corp. shall be permitted to own, invest in, be employed by or affiliates to any supplier or vendor be an agent of a business competitive with the Company or any of its subsidiaries or affiliates; or Business, (ii) request assist others in engaging in any business competitive with the Business in a manner described in the foregoing clause (i), (iii) solicit or advise attempt to solicit any supplier current or vendor potential customers of the Company Business or any (iv) induce employees of its subsidiaries or affiliates the Business to withdraw, curtail or cancel any such vendor’s business terminate their employment with the Company Purchaser. (c) In the event of a breach or threatened breach by any party of its subsidiaries the provisions of this Section, the Purchaser shall be entitled to an injunction restraining such party from such breach. Nothing contained herein shall be construed as prohibiting the Purchaser from pursuing any other remedies available at law or affiliates; and C. Employee shall not, equity for a period such breach or threatened breach of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employmentthis Agreement.

Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof and Employee timely receives payment Executive acknowledges that: (a) The business of the Special Termination Payments, Employee agrees Company is intensely competitive and that following the termination of Employment: A. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning Executive’s employment by the Company or any will require that Executive have access to and knowledge of its subsidiaries or affiliates and their Confidential Information of the Company relating to such business and operationsother trade secrets, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing in each case greater than the extent to which such information (“Confidential Information”), including, but not limited to, any sales, promotional, is generally known or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer listspublicly available; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, use or be permitted to be, shown, copied, or disclosed to third parties, without disclosure of such information other than in furtherance of the prior written consent business of the Company may place the Company at a competitive disadvantage and may do damage, monetary or any of its subsidiaries or affiliatesotherwise, to the Company; and (iii) observe all security policies implemented the engaging by the Company or Executive in any of its subsidiaries the activities prohibited by this Section 12 shall constitute improper appropriation and/or use of such information. Executive expressly acknowledges the trade secret status of the Company’s confidential information and that the confidential information constitutes a protectable business interest in the Company. If Executive is bound by any other agreement with Company regarding the use or affiliates with respect disclosure of Confidential Information or non-competition, the provisions of this Agreement shall be read in such a way as to the further restrict and not to permit any more extensive use or disclosure of such Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee (b) For purposes of this Section 12, “Non-Compete Period” shall not, for be defined as the period during which Executive continues to be employed by Company and a period of twelve (12) months following the termination of employment, date Executive ceases for any reasonreason to be employed by Company, and (ic) disparage For purposes of this Section 12, “Confidential Information” shall mean all non-public information of the Company Company, including without limitation, all trade secrets, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans and any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other proprietary and confidential information of Company, its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or and their affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof 2 of this Agreement and Employee timely receives payment of the Special Termination Payments, Employee agrees that following the termination of Employment: A. a. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company or any of its subsidiaries or affiliates and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing such information (“Confidential Information”), including, but not limited to, any sales, promotional, or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied, or disclosed to third parties, without the prior written consent of the Company or any of its subsidiaries or affiliates; and (iii) observe all security policies implemented by the Company or any of its subsidiaries or affiliates with respect to the Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company.; B. b. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, (i) disparage the Company or any of its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or affiliates; , or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. c. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.

Confidentiality; Non-Competition. In the event that Employee’s employment is terminated pursuant to Section 1 hereof and Employee timely receives payment Executive acknowledges that: (a) The business of the Special Termination Payments, Employee agrees Company is intensely competitive and that following the termination of Employment: A. Employee shall, for so long as such information remains non-public, (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning Executive’s employment by the Company or any will require that Executive have access to and knowledge of its subsidiaries or affiliates and their Confidential Information of the Company relating to such business and operationsother trade secrets, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models, or any photographic or other tangible materials containing in each case greater than the extent to which such information (“Confidential Information”), including, but not limited to, any sales, promotional, is generally known or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer listspublicly available; (ii) take all precautions necessary to ensure that the Confidential Information shall not be, use or be permitted to be, shown, copied, or disclosed to third parties, without disclosure of such information other than in furtherance of the prior written consent business of the Company may place the Company at a competitive disadvantage and may do damage, monetary or any of its subsidiaries or affiliatesotherwise, to the Company; and (iii) observe all security policies implemented the engaging by the Company or Executive in any of its subsidiaries the activities prohibited by this Section 12 shall constitute improper appropriation and/or use of such information. Executive expressly acknowledges the trade secret status of the Company’s confidential information and that the confidential information constitutes a protectable business interest in the Company. If Executive is bound by any other agreement with Company regarding the use or affiliates with respect disclosure of Confidential Information or non-competition, the provisions of this Agreement shall be read in such a way as to the further restrict and not to permit any more extensive use or disclosure of such Confidential Information. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any of its subsidiaries or affiliates with prompt notice of such request or order so that the Company or any of its subsidiaries or affiliates may seek to prevent disclosure. In addition to the foregoing, the Employee shall not, at any time, libel, defame, ridicule, or otherwise disparage the Company. B. Employee (b) For purposes of this Section 12, “Non -Compete Period” shall not, for be defined as the period during which Executive continues to be employed by Company and a period of twelve (12) months following the termination of employment, date Executive ceases for any reasonreason to be employed by Company, and (ic) disparage For purposes of this Section 12, “Confidential Information” shall mean all non-public information of the Company Company, including without limitation, all trade secrets, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans and any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other proprietary and confidential information of Company, its subsidiaries or affiliates to any supplier or vendor of the Company or any of its subsidiaries or and their affiliates; or (ii) request or advise any supplier or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’s business with the Company or any of its subsidiaries or affiliates; and C. Employee shall not, for a period of twelve (12) months following the termination of employment, for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment.