Confidentiality Nondisclosure and Noncompetition. a. The Seller agrees that for a period of three (3) years following the Closing Date: (i) The Seller and its current management (as defined below) will not compete with the Buyer, without the prior written consent of the Buyer, in any activity relating to the Buyer's active noise cancellation and speech enhancement business. For purposes of the preceding sentence, competition shall include, without limitation, direct or indirect competition by the Seller or its employees. (ii) The Seller's current management (as defined below) shall not compete with the Seller, without the prior written consent of the Buyer, in any activity relating to the Seller's headset business, whether or not the Seller's current management is employed or is no longer employed by Seller during such three (3) year period. For purposes of the preceding sentence, competition shall include, without limitation, direct or indirect competition by such individual or other persons employed by him or her. (iii) The Seller and its current management (as defined below) will not, directly or indirectly, appropriate any of the Buyer's business opportunities (as defined below) or any of the Buyer's clients (as defined below). (iv) The Seller's current management (as defined below) shall not, directly or indirectly, appropriate any of Seller's business opportunities (as defined below) or any of Seller's clients (as defined below). (v) For purposes of this Section 8, the following terms shall have the following meanings:
Appears in 5 contracts
Samples: Stock Purchase Agreement (NCT Group Inc), Stock Purchase Agreement (Pro Tech Communications Inc), Stock Purchase Agreement (NCT Group Inc)
