Common use of Covenant Against Competition and Solicitation Clause in Contracts

Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring products; or (ii) the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months.

Covenant Against Competition and Solicitation. (aA) I acknowledge Employee acknowledges and understand understands that, in view of my the position that Employee holds or will hold as an employee of Employer, Employee's relationship with Employer will afford Employee extensive access to Confidential Information of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I Employee therefore agree agrees that during the course of my Employee's employment with the Company or any of its affiliates Employer and for a period of 12 18 months after termination of my Employee's employment with the Company and all of its affiliates Employer (for any reason or no reason) (the “collectively, "Restricted Period”"), I will Employee shall not, anywhere within in the United States of America or any other country or territory in which the Company or its affiliates conducts businessworld, either directly or indirectly, whether alone or as an employeeowner, employerstockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agentagent or employee, principalwith or without remuneration, partnerengage in any business or other commercial activity that is engaged in the business of (i) designing, joint venturerdeveloping and/or commercializing electrotherapeutic technologies or (ii) designing, stockholderdeveloping, membermarketing, officerselling, director distributing and/or providing any products or otherwise services that are of the same nature as a product or service provided by the Company or a product or service that the Company is developing or seeking to provide and of which Employee has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Employee's ownership of less than 2% of the outstanding shares of any company publicly traded corporation that conducts a business competitive with that of Employer. (B) Employee further agrees that, during the Restricted Period, Employee shall not, directly or other business enterpriseindirectly, either on Employee's own behalf or in on behalf of any other individual or representative capacitycommercial enterprise: (i) contact, engage incommunicate, solicit or transact any business with or assist inany third party in contacting, participate incommunicating, soliciting or transacting any business with (x) any of the customers or vendors of the Company, (y) any prospective customers or vendors of the Company being solicited at the time of Employee's termination, or otherwise (z) any individual or entity who or which was within the most recent twelve (12) month period a customer or vendor of the Company, for the purpose of inducing such customer or vendor or potential customer or vendor to be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, competitive business or to terminate its or their business enterprise that is engaged in or is seeking to engage in: (i) relationship with the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring productsCompany; or (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who is then (or was at any time within the developmentpreceding 12 months) an employee, designconsultant, manufactureindependent contractor or agent of Company) to leave the employment of the Company or cease performing services for the Company; (iii) hire or engage or assist any third party in hiring or engaging, marketingany individual or entity that is or was (at any time within the preceding 12 months) an employee, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% consultant, independent contractor or agent of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (civ) are being developedsolicit, producedinduce or assist any third party in soliciting or inducing any other person or entity (including, marketed and/or distributed by the Company without limitation, any third-party service provider or any of distributor) to terminate its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment relationship with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 monthsotherwise interfere with such relationship.

Covenant Against Competition and Solicitation. (aA) I acknowledge Employee acknowledges and understand understands that, in view of my the position that Employee holds or will hold as an employee of Employer, Employee's relationship with Employer will afford Employee extensive access to Confidential Information of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I Employee therefore agree agrees that during the course of my Employee's employment with the Company or any of its affiliates Employer and for a period of 12 18 months after termination of my Employee's employment with the Company and all of its affiliates Employer (for any reason or no reason) (the “Restricted Period”collectively, "RESTRICTED PERIOD"), I will Employee shall not, anywhere within in the United States of America or any other country or territory in which the Company or its affiliates conducts businessworld, either directly or indirectly, whether alone or as an employeeowner, employerstockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agentagent or employee, principalwith or without remuneration, partnerengage in any business or other commercial activity that is engaged in the business of (i) designing, joint venturerdeveloping and/or commercializing electrotherapeutic technologies or (ii) designing, stockholderdeveloping, membermarketing, officerselling, director distributing and/or providing any products or otherwise services that are of the same nature as a product or service provided by the Company or a product or service that the Company is developing or seeking to provide and of which Employee has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Employee's ownership of less than 2% of the outstanding shares of any company publicly traded corporation that conducts a business competitive with that of Employer. (B) Employee further agrees that, during the Restricted Period, Employee shall not, directly or other business enterpriseindirectly, either on Employee's own behalf or in on behalf of any other individual or representative capacitycommercial enterprise: (i) contact, engage incommunicate, solicit or transact any business with or assist inany third party in contacting, participate incommunicating, soliciting or transacting any business with (x) any of the customers or vendors of the Company, (y) any prospective customers or vendors of the Company being solicited at the time of Employee's termination, or otherwise (z) any individual or entity who or which was within the most recent twelve (12) month period a customer or vendor of the Company, for the purpose of inducing such customer or vendor or potential customer or vendor to be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, competitive business or to terminate its or their business enterprise that is engaged in or is seeking to engage in: (i) relationship with the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring productsCompany; or (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who is then (or was at any time within the developmentpreceding 12 months) an employee, designconsultant, manufactureindependent contractor or agent of Company) to leave the employment of the Company or cease performing services for the Company; (iii) hire or engage or assist any third party in hiring or engaging, marketingany individual or entity that is or was (at any time within the preceding 12 months) an employee, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% consultant, independent contractor or agent of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (civ) are being developedsolicit, producedinduce or assist any third party in soliciting or inducing any other person or entity (including, marketed and/or distributed by the Company without limitation, any third-party service provider or any of distributor) to terminate its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment relationship with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 monthsotherwise interfere with such relationship.

Covenant Against Competition and Solicitation. (aA) I acknowledge Employee acknowledges and understand understands that, in view of my the position that Employee holds or will hold as an employee of Employer, Employee's relationship with Employer will afford Employee extensive access to Confidential Information of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I Employee therefore agree agrees that during the course of my Employee's employment with the Company or any of its affiliates Employer and for a period of 12 24 months after termination of my Employee's employment with the Company and all of its affiliates Employer (for any reason or no reason) (the “Restricted Period”collectively, "RESTRICTED PERIOD"), I will Employee shall not, anywhere within in the United States of America or any other country or territory in which the Company or its affiliates conducts businessworld, either directly or indirectly, whether alone or as an employeeowner, employerstockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agentagent or employee, principalwith or without remuneration, partnerengage in any business or other commercial activity that is engaged in the business of (i) designing, joint venturerdeveloping and/or commercializing electrotherapeutic technologies or (ii) designing, stockholderdeveloping, membermarketing, officerselling, director distributing and/or providing any products or otherwise services that are of the same nature as a product or service provided by the Company or a product or service that the Company is developing or seeking to provide and of which Employee has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Employee's ownership of less than 2% of the outstanding shares of any company publicly traded corporation that conducts a business competitive with that of Employer. (B) Employee further agrees that, during the Restricted Period, Employee shall not, directly or other business enterpriseindirectly, either on Employee's own behalf or in on behalf of any other individual or representative capacitycommercial enterprise: (i) contact, engage incommunicate, solicit or transact any business with or assist inany third party in contacting, participate incommunicating, soliciting or transacting any business with (x) any of the customers or vendors of the Company, (y) any prospective customers or vendors of the Company being solicited at the time of Employee's termination, or otherwise (z) any individual or entity who or which was within the most recent twelve (12) month period a customer or vendor of the Company, for the purpose of inducing such customer or vendor or potential customer or vendor to be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, competitive business or to terminate its or their business enterprise that is engaged in or is seeking to engage in: (i) relationship with the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring productsCompany; or (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who is then (or was at any time within the developmentpreceding 12 months) an employee, designconsultant, manufactureindependent contractor or agent of Company) to leave the employment of the Company or cease performing services for the Company; (iii) hire or engage or assist any third party in hiring or engaging, marketingany individual or entity that is or was (at any time within the preceding 12 months) an employee, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% consultant, independent contractor or agent of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (civ) are being developedsolicit, producedinduce or assist any third party in soliciting or inducing any other person or entity (including, marketed and/or distributed by the Company without limitation, any third-party service provider or any of distributor) to terminate its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment relationship with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 monthsotherwise interfere with such relationship.

Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, ; in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 months two (2) years after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Covenants Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the research, development, design, manufactureprocessing, marketing, sale and/or distribution of tracking human or xenograft tissues to be used for the purpose of human transplantation to repair or promote the healing of soft tissue defects in any of the following clinical applications: hernia, rotator cuff, breast, diabetic foot ulcer and monitoring productsanterior cruciate ligament; or (ii) the research, development, design, manufactureprocessing, marketing, sale and/or distribution of negative pressure wound therapy; or (iii) the research, development, production, marketing, and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within in a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month two (2) year period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months. Without limitation of the foregoing, I expressly agree that, during the Restricted Period, I will not, directly or indirectly, become employed or engaged by, transact business with, or otherwise be connected to or benefit from any of the following businesses: (a) Musculoskeletal Transplant Foundation; Regeneration Technologies, Inc.; Ethicon Inc., Division of Xxxxxxx & Xxxxxxx; Cook Medical; Tissue Science Laboratories plc; TEI Biosciences, Inc.; the Davol Division of X.X. Xxxx Inc., Covidien or Integra, as well as each of their respective successors and assigns; and (b) any affiliate of any the foregoing businesses that are engaged in a Competitive Business.

Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 18 months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring products; or (ii) the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months.

Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, or participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring products; or (ii) the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months.

Covenant Against Competition and Solicitation. (a) I acknowledge and understand that, in view of my position as an employee of the Company, I may have previously been afforded, or in the future may be afforded, access to the Company’s Confidential Information and that of its affiliates. I therefore agree that during the course of my employment with the Company or any of its affiliates and for a period of 12 twelve (12) months after termination of my employment with the Company and all of its affiliates (for any reason or no reason) (the “Restricted Period”), I will not, anywhere within the United States of America or any other country or territory in which the Company or its affiliates conducts business, either directly or indirectly, whether alone or as an employee, employer, consultant, independent contractor, agent, principal, partner, joint venturer, stockholder, member, officer, director or otherwise of any company or other business enterprise, or in any other individual or representative capacity, engage in, assist in, participate in, or otherwise be connected to or benefit from any Competitive Business. As used in this Agreement, “Competitive Business” shall mean any individual, entity, or business enterprise that is engaged in or is seeking to engage in: (i) the development, design, manufacture, marketing, sale and/or distribution of tracking and monitoring products; or (ii) the development, design, manufacture, marketing, sale and/or distribution of any products that are directly competitive with products that (a) represent at least 10% of the Company’s consolidated product revenues, (b) were first sold or distributed by the Company or any of its affiliates during the preceding 12-month period, or (c) are being developed, produced, marketed and/or distributed by the Company or any of its affiliates and are scheduled to be first sold or distributed by the Company within a 12-month period; provided, however, that for purposes of this definition, a business shall be a “Competitive Business,” as it applies during the 12 month period after termination of my employment only if the Company is engaged or is actively seeking to engage in that business on the date of my termination of employment with the Company or was engaged or actively seeking to engage in that business at any time during the preceding 12 months.