Common use of Confidentiality; Noncompetition Clause in Contracts

Confidentiality; Noncompetition. The Employee shall not, directly or ------------------------------- indirectly, at any time (whether during the term of this agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Company (for any reason), the Employee shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity): (a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system; (b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party to which any Affiliated Company provides management, consulting, or other services (in any such case, a "Restricted Company"), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Restricted Company; (c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationships with its employees, officers, directors, agents, suppliers, independent contractors, or others; (d) Employ or engage any person who, at any time within the one-year period immediately preceding such employment or engagement, was an employee, officer, director, or agent of any Affiliated Company; or (e) Make any statement (oral or written) or take any other action which would tend to disparage or diminish the reputation of any Affiliated Company. For purposes of this agreement:

Confidentiality; Noncompetition. The Employee shall not, directly or ------------------------------- indirectly, at any time (whether during the term of this agreement Agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the an Affiliated CompaniesCompany) to use, any Confidential Information, excepting only: (i) Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement Agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Company Employer (for any reason), the Employee shall immediately deliver to the Company Employer all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity): (a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "“Business") anywhere in the Restricted Territory”), provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system; (b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party to which any Affiliated Company provides management, consulting, or other services (in any such case, a "“Restricted Company"”), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Restricted Company; (c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's ’s relationships with its employees, officers, directors, agents, suppliers, independent contractors, or others; (d) Employ or engage any person who, at any time within the one-year period immediately preceding such employment or engagement, was an employee, officer, director, or agent of any Affiliated Company; or (e) Make any statement (oral or written) or take any other action which would tend to disparage or diminish the reputation of any Affiliated Company. For purposes of this agreementAgreement:

Confidentiality; Noncompetition. The Employee shall not, directly ------------------------------- or ------------------------------- indirectly, at any time (whether during the term of this agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) only Confidential Information which (Ai) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement by the Employee, or (Bii) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Company (for any reason), the Employee shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control. During the term of the Employee's employment with the Company or any Affiliated Company (whether pursuant to this agreement or otherwise) and during the Restricted Period (defined below), the Employee shall not, other than on behalf of the Company, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity): (a) Enter into, engage in, or promote or assist (financially or otherwise), whether directly or indirectly, any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, ); provided that the foregoing shall not preclude prohibit the Employee from (i) owning less not more than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system, or (ii) becoming an employee of, or otherwise performing services for, after the termination of the Employee's employment with the Company and any Affiliated Companies, a professional corporation or association or other person or entity which provides professional dental care services to the public (a "Dental Care Provider"), so long as such Dental Care Provider is not an ADP Provider (as defined below) and was not an ADP Provider at any time during the one-year period immediately preceding such Dental Care Provider's employment or other engagement of the Employee; (b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party Dental Care Provider to which any Affiliated Company provides management, consulting, or other services (in any such case, a an "Restricted CompanyADP Provider"), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Restricted CompanyADP Provider; (c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationships with its employees, officers, directors, agents, suppliers, independent contractors, or others; (d) Employ or engage any person who, at any time within the one-year period immediately preceding such employment or engagement, was an employee, officer, director, or agent director of any Affiliated Company; or (e) Make any statement (oral or written) or take any other action which would tend to disparage or diminish the reputation of any Affiliated Company. For purposes of this agreement:.

Confidentiality; Noncompetition. The Employee shall not, directly or ------------------------------- indirectly, at any time (whether during the term of this agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by the Company (for any reason), the Employee shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity): (a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or system; (b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party to which any Affiliated Company provides management, consulting, or other services (in any such case, a "Restricted Company"), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Restricted Company; (c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationships with its employees, officers, directors, agents, suppliers, independent contractors, or others; (d) Employ or engage any person who, at any time within the one-year period immediately preceding such employment or engagement, was an employee, officer, director, or agent of any Affiliated Company; or (e) Make any statement (oral or written) or take any other action which would tend to disparage or diminish the reputation of any Affiliated Company. For purposes of this agreement:

Confidentiality; Noncompetition. The Employee shall not, directly ------------------------------- or ------------------------------- indirectly, at any time (whether during the term of this agreement or thereafter), disclose any Confidential Information (defined below) to any person, association, organization, or other entity (other than the Affiliated Companies, as defined below), or use, or permit or assist any person, association, organization, or other entity (other than the Affiliated Companies) to use, any Confidential Information, excepting only: (i) only Confidential Information which (A) is then generally available to or obtainable by the public and which did not become so available or obtainable through the breach of any provision of this agreement by the Employee, or (B) is obtained by the Employee on a non-confidential basis from a source other than an Affiliated Company or any agent or other representative of an Affiliated Company and such source had the right to disclose such Confidential Information to the Employee without violating any legal, contractual, fiduciary, or other obligation; and (ii) disclosures required by applicable law. Upon termination of his employment by with the Company (for any reason) (the "Termination Date"), the Employee shall immediately deliver to the Company all documents and other materials containing any Confidential Information which are in his possession or under his control. During the Restricted Period (defined below), the Employee shall not, not directly or indirectly (whether individually or as a shareholder or other owner, partner, member, director, officer, employee, consultant, creditor or agent of any person, association, or other entity): (a) Enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, ) any business which (i) provides dental services anywhere in the Restricted Territory, or (ii) competes with the business of any Affiliated Company (the "Business") anywhere in the Restricted Territory, provided that the foregoing shall not preclude the Employee from owning less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded on a national securities exchange or systemTerritory (defined below); (b) Solicit or attempt to solicit business in competition with the Business from any insurance company, any providers of dental plan provider, any person or entity which provides professional dental care services to the public, or any other third party to which any Affiliated Company provides management, consulting, or other services (in any such case, a "Restricted CompanyProvider"), or interfere or attempt to interfere with any relationship of any Affiliated Company with any Provider anywhere in the Restricted CompanyTerritory; (c) Induce or encourage any employee, officer, director, agent, supplier, or independent contractor of any Affiliated Company to terminate its relationship with any such Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationships with its employees, officers, directors, agents, suppliers, independent contractors, or others; (d) Employ or engage any person who, at any time within the one-one- year period immediately preceding such employment or engagement, was an employee, officer, director, agent, supplier, or agent independent contractor of any Affiliated Company; or (e) Make any statement (oral or written) or take Take any other action which would impair the value of the Business or the assets of any Affiliated Company, including without limitation any action which would tend to disparage or diminish the reputation of any Affiliated Company. For purposes of this agreement:.