Common use of Confidentiality Noncompetition Nonsolicitation Clause in Contracts

Confidentiality Noncompetition Nonsolicitation. (a) The Company and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term “confidential information” shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a), including, but not limited to, information relating to: trade secrets, personnel lists, compensation of employees, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. Notwithstanding the foregoing “confidential information” shall not include information relating to the general methodology and mechanics employed by Employee in the performance of his duties with the Company or that Employee can reasonably demonstrate was known to him prior to his employment with the Company. The Employee agrees that he will not, during or after his termination or expiration of employment hereunder, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by the Company, without the prior written consent of the Company. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator, administrative or legislative body (including any committee thereof), or any other governmental agency with actual or apparent jurisdiction to order the Employee to disclose or make accessible any information, (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Employee’s violation of this Section or (iv) as to information that is or becomes available to the Employee on a non-confidential basis from a source which is entitled to disclose it to the Employee. (b) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause (as defined below) or resigns without Good Reason (as defined below), for a period of one (1) year following such employment, within any county (or adjacent county) in any State within the United States or territory outside of the United States in which the Company is engaged in business during the period of the Employee’s employment or on the date of termination of the Employee’s employment, engage, have an interest in or render any services to any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) directly competitive with the Company's business activities; provided, however, that the foregoing prohibition shall not apply to any existing business relationship or portfolio companies of ZelnickMedia or its affiliates as of the Signing Date; provided, further, that Employee shall not be in breach of this Section 7 solely as a result of ZelnickMedia’s (or any of its affiliates’) investment in, ownership of, or provision of services to, any business that is competitive with the Company so long as the Employee does not serve as a principal officer of such business. Except as required by law or legal process, at no time during the Term or thereafter, (i) no authorized spokesperson or executive officer of the Company shall, directly or indirectly, disparage (or cause any other person to disparage) the personal, commercial, business or financial reputation of the Employee and (ii) the Employee shall not, directly or indirectly, disparage (or cause any other person to disparage) the personal, commercial, business or financial reputation of the Company or any of its executive officers. (c) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause or resigns without Good Reason, for a period of one (1) year following such employment, directly entice, solicit or in any other manner persuade or attempt to persuade any officer, employee or customer, to discontinue or reduce his, her or its relationship with the Company; provided, that the foregoing shall not be violated by general advertising not targeted at officers, employees, or customers of the Company. (d) Following the termination of the Employee’s employment for any reason whatsoever and upon receipt of a written request from the Company, all documents, records, notebooks, equipment, employee lists, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession of the Employee including all copies thereof, shall be promptly returned to the Company or, with the prior approval of the Company, destroyed by the Employee and the Employee shall certify in writing to the Company as to such destruction. Anything to the contrary notwithstanding, nothing in this Section 7(d) shall prevent the Employee from retaining a home computer and security system, papers and other materials of a personal nature, including personal diaries, calendars and Rolodexes, information relating to the Employee’s compensation or relating to reimbursement of expenses, information that the Employee reasonably believe may be needed for tax purposes, and copies of plans, programs and agreements relating to the Employee’s employment. (e) The products and proceeds of the Employee’s services hereunder that the Employee may acquire, obtain, develop or create during the Term that relate to the Company’s business, or that are otherwise made at the direction of the Company or with the use of the Company’s or its affiliates’ (other than ZelnickMedia and those of its affiliates which, other than by reason of common control by ZelnickMedia, are not affiliates of the Company ) facilities or materials, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, packages, programs and other intellectual properties (collectively, “Works”), shall be considered a “work made for hire,” as that term is defined under the United States Copyright Act, and the Employee shall be considered an employee for hire of the Company, and all rights in and to the Works, including the copyright thereto, shall be the sole and exclusive property of the Company, as the sole author and owner thereof, and the copyright thereto may be registered by the Company in its own name. In the event that any part of the Works shall be determined not to be a work made for hire or shall be determined not to be owned by the Company, the Employee hereby irrevocably assigns and transfers to the Company, its successors and assigns, the following: (a) the entire right, title and interest in and to the copyrights, trademarks and other rights in any such Work and any rights in and to any works based upon, derived from, or incorporating any such Work (“Derivative Work”); (b) the exclusive right to obtain, register and renew the copyrights or copyright protection in any such Work or Derivative Work; (c) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to any such Work and Derivative Work; and (d) all causes of action in law or equity, past and future, for infringements or violation of any of the rights in any such Work or Derivative Work, and any recoveries resulting therefrom. The Employee also hereby waives in writing any moral or other rights that he has under state or federal laws, or under the laws of any foreign jurisdiction, which would give him any rights to constrain or prevent the use of any Work or Derivative Work, or which would entitle him to receive additional compensation from the Company. The Employee shall execute all documents, including without limitation copyright assignments and applications and waivers of moral rights, and perform all acts that the Company may request, in order to assist the Company in perfecting its rights in and to any Work and Derivative Work anywhere in the world. The Employee hereby appoints the officers of the Company as the Employee’s attorney-in-fact to execute documents on behalf of the Employee for this limited purpose (f) The parties hereto hereby acknowledge and agree that (i) the Company may be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 7, (ii) monetary damages may not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to seek injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (g) It is the intent of the parties hereto that the covenants contained in this Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 7 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. (h) As used herein, “Cause” shall mean (i) the conviction of, or a plea of guilty or nolo contendere by, the Employee of any felonious criminal act (other than traffic-related offenses or as a result of vicarious liability), (ii) fraud, or (iii) any act or omission involving malfeasance or gross negligence by the Employee in the performance of his obligations hereunder, in the case of each of clauses (ii) through (iii) above, that relates to and damages the Company and, if capable of being cured so that the Company is not materially damaged, is not so cured within 15 days after receipt by the Employee of written notice thereof.

Confidentiality Noncompetition Nonsolicitation. (a) The Company and After the Employee acknowledge that Closing Date, neither the services to be performed by the Employee under this Agreement are unique and extraordinary andSellers nor (where a Seller is not an individual) any Affiliate thereof, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term “confidential information” shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a), including, but not limited to, information relating to: trade secrets, personnel lists, compensation of employees, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. Notwithstanding the foregoing “confidential information” shall not include information relating to the general methodology and mechanics employed by Employee in the performance of his duties with the Company or that Employee can reasonably demonstrate was known to him prior to his employment with the Company. The Employee agrees that he will not, during or after his termination or expiration of employment hereunder, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by the Company, without the prior written consent of the Company. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator, administrative or legislative body (including any committee thereof), or any other governmental agency with actual or apparent jurisdiction to order the Employee to disclose or make accessible any information, (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Employee’s violation of this Section or (iv) as to information that is or becomes available to the Employee on a non-confidential basis from a source which is entitled to disclose it to the Employee. (b) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause (as defined below) or resigns without Good Reason (as defined below), for a period of one (1) year following such employment, within any county (or adjacent county) in any State within the United States or territory outside of the United States in which the Company is engaged in business during the period of the Employee’s employment or on the date of termination of the Employee’s employment, engage, have an interest in or render any services to any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) directly competitive with the Company's business activities; provided, however, that the foregoing prohibition shall not apply to any existing business relationship or portfolio companies of ZelnickMedia or its affiliates as of the Signing Date; provided, further, that Employee shall not be in breach of this Section 7 solely as a result of ZelnickMedia’s (or any of its affiliates’) investment in, ownership of, or provision of services to, any business that is competitive with the Company so long as the Employee does not serve as a principal officer of such business. Except as required by law or legal process, at no time during the Term or thereafter, (i) no authorized spokesperson or executive officer of the Company shall, directly or indirectly, disparage under any circumstance: (or cause i) disclose to any other person to disparage) the personal, commercial, business Person any Confidential or financial reputation of the Employee and Proprietary Information; (ii) act or fail to act so as to impair the Employee shall not, directly confidential or indirectly, disparage proprietary nature of any such Confidential or Proprietary Information or the benefits thereof to the Purchaser; (iii) use any such Confidential or cause any other person to disparage) the personal, commercial, business Proprietary Information or financial reputation of the Company or any of its executive officers. (c) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause or resigns without Good Reason, for a period of one (1) year following such employment, directly entice, solicit or trade secret in any other manner persuade or attempt to persuade any officer, employee or customer, to discontinue or reduce his, her or its relationship with the Company; provided, that the foregoing shall not be violated by general advertising not targeted at officers, employees, or customers of the Company. (d) Following the termination of the Employee’s employment for any reason whatsoever and upon receipt of a written request from the Company, all documents, records, notebooks, equipment, employee lists, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession of the Employee including all copies thereof, shall be promptly returned to the Company or, with the prior approval of the Company, destroyed by the Employee and the Employee shall certify in writing to the Company as to such destruction. Anything to the contrary notwithstanding, nothing in this Section 7(d) shall prevent the Employee from retaining a home computer and security system, papers and other materials of a personal nature, including personal diaries, calendars and Rolodexes, information relating to the Employee’s compensation or relating to reimbursement of expenses, information that the Employee reasonably believe may be needed for tax purposes, and copies of plans, programs and agreements relating to the Employee’s employment. (e) The products and proceeds of the Employee’s services hereunder that the Employee may acquire, obtain, develop or create during the Term that relate to the Company’s business, or that are otherwise made at the direction of the Company or with the use of the Company’s or its affiliates’ (other than ZelnickMedia and those of its affiliates whichmanner, other than by reason of common control by ZelnickMedia, are not affiliates for the sole and exclusive benefit of the Company Purchaser and only after obtaining the Purchaser's prior written consent to such use; or (iv) facilities offer or materials, including, but not limited agree to, all materialsor cause or assist in the inception or continuation of, ideasany such disclosure, concepts, formats, suggestions, developments, packages, programs impairment or use of any such Confidential or Proprietary Information or trade secret. All Confidential and other intellectual properties (collectively, “Works”), Proprietary Information is and shall be considered a “work made for hire,” as that term is defined under the United States Copyright Act, and the Employee shall be considered an employee for hire of the Company, and all rights in and to the Works, including the copyright thereto, shall be remain the sole and exclusive property of the Company, as the sole author and owner thereof, and the copyright thereto may be registered by the Company in its own namePurchaser. In the event that any part Each of the Works Sellers hereby represents and warrants that as of the Closing Date the Purchaser shall be determined not to be a work made for hire have been furnished all documents, instruments and materials (regardless of the medium in which stored) which constitute or shall be determined not to be owned by contain or are based upon any Confidential and Proprietary Information, without the CompanySellers retaining any copies, the Employee hereby irrevocably assigns and transfers to the Company, its successors and assigns, the following: (a) the entire right, title and interest in and to the copyrights, trademarks and other rights in any such Work and any rights in and to any works based upon, derived from, notes or incorporating any such Work (“Derivative Work”); excerpts thereof. (b) No Seller nor (where Seller is not an individual) any Affiliate thereof shall (i) at any time during the exclusive right to obtainfive (5) years following the Closing Date directly or indirectly, register and renew the copyrights engage or copyright protection be interested (whether as owner, partner, member, lender, shareholder, consultant, employee. agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes in the automotive aftermarket fluid product packaging business; or (ii) directly or indirectly, induce or influence any customer, supplier, distributor, consultant or any other Person that had a business relationship with the Company prior to the Closing to discontinue, modify or reduce the extent of its relationship with the Purchaser or to terminate said relationship. For purposes of this Agreement, neither the Sellers nor any of their members or other affiliates shall be deemed to be directly or indirectly interested in a business if their interest, individually or in the aggregate with each other, is limited solely to the ownership of not more than two percent (2%) on an individual basis or five percent (5%) in the aggregate (taking into account all of the Sellers, all of their members/shareholders and their respective affiliates) of the securities of any class of corporation whose shares are listed or admitted to trade on a national securities exchange or are quoted on Nasdaq or a similar means if Nasdaq is no longer providing such Work or Derivative Work; information. (c) all incomeExcept for the individuals listed on Schedule 6.4(c), royaltiesno Seller nor (where Seller is not an individual) any Affiliate thereof shall at any time during the three (3) year period following the Closing Date, damages(i) directly or indirectly, claims and payments now employ or hereafter due solicit to employ or payable with respect to engage for any other Person, any employee of the Purchaser or a Spinwell Entity who was an employee thereof within two (2) years of the date of such employment, solicitation or engagement or who was or is an employee of the Purchaser or a Spinwell Entity, or solicit any such Work and Derivative Work; and individual to leave such individual's employment or join the employ of another. (d) all causes The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of action torts or trade secrets where it provides the Purchaser with any broader, further or other remedy or protection than those provided in law this Section 6.4. (e) Each of the Sellers acknowledges, individually and on behalf of its Affiliates, where such Seller is not an individual, that because the breach or equity, past and future, for infringements attempted or violation threatened breach of any of the rights provisions of the Section 6.4 will result in immediate and irreparable injury to the Purchaser for which the Purchaser will not have an adequate remedy at law and for which monetary damages are not readily calculable, the Purchaser shall be entitled to obtain injunctive or other equitable relief restraining and prohibiting such breach or threatened breach, including, without limitation, a temporary and permanent injunction, enjoining any such Work breach or Derivative Work, and any recoveries resulting therefrom. The Employee also hereby waives in writing any moral attempted or threatened breach (without being required to post a bond or other rights that he has under state security or federal lawsto show any actual damages). In addition, or under the laws of any foreign jurisdiction, which would give him any rights to constrain or prevent the use of any Work or Derivative Work, or which would entitle him to receive additional compensation from the Company. The Employee shall execute all documents, including without limitation copyright assignments and applications and waivers of moral rights, and perform all acts that the Company may request, in order to assist the Company in perfecting its rights in and to any Work and Derivative Work anywhere in the world. The Employee hereby appoints the officers of the Company as the Employee’s attorney-in-fact to execute documents on behalf of the Employee for this limited purpose (f) The parties hereto hereby acknowledge and agree that (i) the Company may be irreparably injured in the event of a breach by the Employee of any such provision or of his obligations under any other provisions contained herein, the Purchaser shall not be limited in its recovery to actual or other damages. The right to an injunction and other equitable relief shall be in addition to, and cumulative with, all other rights and remedies available to the Purchaser at law, in equity or otherwise. (f) The provisions of this Section 7, (ii) monetary damages may not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to seek injunctive relief, 6.4 are in addition to any other remedy which it may have, in the event and independent of any such breachagreements or covenants contained in any employment, consulting or other agreement. (g) It Each of the Sellers acknowledges individually and on behalf of its Affiliates, where such Seller is not an individual, that, without the provisions of this Section 6.4, the Purchaser would not enter into this Agreement or consummate the Transactions. Accordingly, the Sellers shall be bound by the provisions hereof to the maximum extent permitted by applicable law, it being the intent and spirit of the parties hereto that the covenants contained in this Section 7 such provisions shall be enforced to the fullest extent permissible under permitted by applicable law. Notwithstanding anything to the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordinglycontrary set forth herein, it is hereby agreed that if any of the provisions provision of this Section 7 6.4 hereof shall be adjudicated held by any court of competent jurisdiction or another competent authority to be illegal, invalid or unenforceable for any reason whatsoeverunenforceable, said such provision shall be reformed so that it will be construed by limiting and reducing enforced as if it had been more narrowly drawn so as not to be enforceable to illegal, invalid or unenforceable, and such illegality, invalidity or unenforceability shall have no effect upon and shall not impair the extent permissible, without invalidating the remaining provisions enforceability of any other provision of this Agreement or affecting the validity or enforceability of said provision in any other jurisdictionAgreement. (h) As used herein, “Cause” shall mean (i) the conviction of, or a plea of guilty or nolo contendere by, the Employee of any felonious criminal act (other than traffic-related offenses or as a result of vicarious liability), (ii) fraud, or (iii) any act or omission involving malfeasance or gross negligence by the Employee in the performance of his obligations hereunder, in the case of each of clauses (ii) through (iii) above, that relates to and damages the Company and, if capable of being cured so that the Company is not materially damaged, is not so cured within 15 days after receipt by the Employee of written notice thereof.

Confidentiality Noncompetition Nonsolicitation. Masexxxxx xxknowledges that the business in which STERIS is engaged is intensely competitive and that his employment with Isomedix and with STERIS and his anticipated consulting arrangement with STERIS has required and will require that he have access to and knowledge of customer and supplier information and other confidential and proprietary information pertaining to Isomedix and STERIS and its business, suppliers, customers, technologies, processes, systems, and related matters that is of vital importance to the success of STERIS's business; that the direct or indirect disclosure of any such confidential information to existing or potential competitors of STERIS would place STERIS at a competitive disadvantage and would do material damage, financial and otherwise, to STERIS's business; that by virtue of Masexxxxx'x xxxerience and expertise, some of his services to Isomedix and STERIS have been and will continue to be special and unique; and that STERIS and Masexxxxx xxx entering into this Agreement with the intention of preserving the goodwill of the business of Isomedix and of thereby inducing STERIS to enter into and consummate the Merger Agreement which will benefit Masexxxxx xxxh as an employee and consultant and as a shareholder of Isomedix. (a) The Company and Masexxxxx xxxll not, during the Employee acknowledge that term of his engagement hereunder or at any time thereafter, except in connection with the performance of services hereunder or in furtherance of the business of STERIS, communicate, divulge, or disclose to any other person not a director, officer, employee, or affiliate of, or not engaged to render services to be performed or for, STERIS or use for his own benefit or purposes any confidential information of or relating to Isomedix or STERIS that he has obtained from Isomedix or STERIS (whether obtained by Masexxxxx xxxore, during, or after the Employee term of his engagement under this Agreement are unique and extraordinary andincluding any such information developed by Masexxxxx xxxle engaged by Isomedix and/or STERIS); except that this provision shall not preclude Masexxxxx xxxm (i) communication or use of information made known generally to the public by Isomedix before the Effective Time or STERIS, as a result or (ii) from making any disclosure required by applicable law, rules, regulations, or court or governmental or regulatory authority order or decree provided that, if practicable, Masexxxxx xxxll not make any such disclosure without first giving STERIS notice of intention to make that disclosure and an opportunity to interpose an objection to the disclosure. Upon termination of his engagement hereunder, Masexxxxx xxxll return to STERIS all such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term “confidential information” shall mean any (and all information (oral and writtenother property belonging to STERIS) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be then in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 7(a)his possession, including, but not limited towithout limitation, information relating to: trade secrets, personnel lists, compensation of employees, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. Notwithstanding the foregoing “confidential information” shall not include information any notes or records relating to the general methodology and mechanics employed by Employee any such confidential information in the performance of whatever media. (b) During his duties engagement with the Company STERIS, whether under this Agreement or that Employee can reasonably demonstrate was known to him prior to his employment with the Company. The Employee agrees that he will otherwise, Masexxxxx xxxll not, during or after his termination or expiration of employment hereunder, directly or indirectly, useown, communicatemanage, disclose or disseminate to any personoperate, firm or corporation any confidential information regarding the clientscontrol, customers or business practices invest in (other than as owner of not more than 2% of the Company acquired by the Employee during his employment by the Company, without the prior written consent voting securities of the Company. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator, administrative or legislative body (including any committee thereofa public corporation), be employed by, participate in, or be connected in any manner with the operation, ownership, management, or control of any enterprise engaged in contract sterilization or any other governmental agency business engaged in by STERIS. (c) After termination of his engagement with actual STERIS (whether that termination occurs before or apparent jurisdiction to order after the Employee to disclose sixth anniversary of the Effective Time, and whether or make accessible any information, (ii) with respect to any other litigation, arbitration or mediation involving not immediately before the termination Masexxxxx xxx employed by STERIS under this Agreement, includingas an employee at will, but or otherwise), Masexxxxx xxxll not limited toat any time on or before the fifth anniversary of such termination directly or indirectly, the enforcement of this Agreementown, manage, operate, control, invest in (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to as owner of not more than 2% of the Employee’s violation voting securities of this Section or (iv) as to information that is or becomes available to the Employee on a non-confidential basis from a source which is entitled to disclose it to the Employee. (b) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause (as defined below) or resigns without Good Reason (as defined belowpublic corporation), for a period of one (1) year following such employmentbe employed by, within any county (participate in, or adjacent county) be connected in any State within manner with the United States operation, ownership, management, or territory outside control of the United States in which the Company is any enterprise engaged in business during the period of the Employee’s employment or on the date of termination of the Employee’s employment, engage, have an interest in or render any services to any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) directly competitive with the Company's business activities; provided, however, that the foregoing prohibition shall not apply to any existing business relationship or portfolio companies of ZelnickMedia or its affiliates as of the Signing Date; provided, further, that Employee shall not be in breach of this Section 7 solely as a result of ZelnickMedia’s (or any of its affiliates’) investment in, ownership of, or provision of services to, any business that is competitive with the Company so long contract sterilization business as conducted before the Employee does Effective Time by Isomedix or after the Effective Time by STERIS (whether directly or through Isomedix). (d) During the period commencing on the Effective Time and extending through the date on which Masexxxxx xx not serve as a principal officer subject to any restriction under either of such business. Except as required by law paragraphs (b) or legal process(c) of this Section 11, at no time during Masexxxxx xxxll not, except in connection with his duties hereunder or otherwise for the Term or thereafter, (i) no authorized spokesperson or executive officer sole account and benefit of the Company shallSTERIS, directly or indirectly, disparage (induce or cause solicit any other person employee of STERIS to disparage) the personal, commercial, business or financial reputation of the Employee and (ii) the Employee shall not, directly or indirectly, disparage (or cause any other person to disparage) the personal, commercial, business or financial reputation of the Company or any of leave its executive officersemploy. (c) The Employee hereby agrees that he shall not, during the period of his employment and, in the event that the Employee is terminated for Cause or resigns without Good Reason, for a period of one (1) year following such employment, directly entice, solicit or in any other manner persuade or attempt to persuade any officer, employee or customer, to discontinue or reduce his, her or its relationship with the Company; provided, that the foregoing shall not be violated by general advertising not targeted at officers, employees, or customers of the Company. (d) Following the termination of the Employee’s employment for any reason whatsoever and upon receipt of a written request from the Company, all documents, records, notebooks, equipment, employee lists, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession of the Employee including all copies thereof, shall be promptly returned to the Company or, with the prior approval of the Company, destroyed by the Employee and the Employee shall certify in writing to the Company as to such destruction. Anything to the contrary notwithstanding, nothing in this Section 7(d) shall prevent the Employee from retaining a home computer and security system, papers and other materials of a personal nature, including personal diaries, calendars and Rolodexes, information relating to the Employee’s compensation or relating to reimbursement of expenses, information that the Employee reasonably believe may be needed for tax purposes, and copies of plans, programs and agreements relating to the Employee’s employment. (e) The products and proceeds of the Employee’s services hereunder that the Employee may acquire, obtain, develop or create during the Term that relate to the Company’s business, or that are otherwise made at the direction of the Company or with the use of the Company’s or its affiliates’ (other than ZelnickMedia and those of its affiliates which, other than by reason of common control by ZelnickMedia, are not affiliates of the Company ) facilities or materials, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, packages, programs and other intellectual properties (collectively, “Works”), shall be considered a “work made for hire,” as that term is defined under the United States Copyright Act, and the Employee shall be considered an employee for hire of the Company, and all rights in and to the Works, including the copyright thereto, shall be the sole and exclusive property of the Company, as the sole author and owner thereof, and the copyright thereto may be registered by the Company in its own name. In the event that any part of the Works shall be determined not to be a work made for hire or shall be determined not to be owned by the Company, the Employee hereby irrevocably assigns and transfers to the Company, its successors and assigns, the following: (a) the entire right, title and interest in and to the copyrights, trademarks and other rights in any such Work and any rights in and to any works based upon, derived from, or incorporating any such Work (“Derivative Work”); (b) the exclusive right to obtain, register and renew the copyrights or copyright protection in any such Work or Derivative Work; (c) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to any such Work and Derivative Work; and (d) all causes of action in law or equity, past and future, for infringements or violation of any of the rights in any such Work or Derivative Work, and any recoveries resulting therefrom. The Employee also hereby waives in writing any moral or other rights that he has under state or federal laws, or under the laws of any foreign jurisdiction, which would give him any rights to constrain or prevent the use of any Work or Derivative Work, or which would entitle him to receive additional compensation from the Company. The Employee shall execute all documents, including without limitation copyright assignments and applications and waivers of moral rights, and perform all acts that the Company may request, in order to assist the Company in perfecting its rights in and to any Work and Derivative Work anywhere in the world. The Employee hereby appoints the officers of the Company as the Employee’s attorney-in-fact to execute documents on behalf of the Employee for this limited purpose (f) The parties hereto hereby acknowledge and agree that (i) the Company may be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 7, (ii) monetary damages may not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to seek injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (g) It is the intent of the parties hereto that the covenants contained in this Section 7 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 7 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. (h) As used herein, “Cause” shall mean (i) the conviction of, or a plea of guilty or nolo contendere by, the Employee of any felonious criminal act (other than traffic-related offenses or as a result of vicarious liability), (ii) fraud, or (iii) any act or omission involving malfeasance or gross negligence by the Employee in the performance of his obligations hereunder, in the case of each of clauses (ii) through (iii) above, that relates to and damages the Company and, if capable of being cured so that the Company is not materially damaged, is not so cured within 15 days after receipt by the Employee of written notice thereof.