Common use of Covenant Not To Compete and Confidentiality Clause in Contracts

Covenant Not To Compete and Confidentiality. a. Recognizing that Employee will, during the course of Employee's employment with Company or of any corporation or other entity, at least a majority of whose voting securities are owned, directly or indirectly, by the Company (a "Subsidiary"), obtain or acquire knowledge of Confidential Information, which knowledge would, in the event Employee were to become employed by or associated with a competitor of Company, or of any Subsidiary, become available and provide invaluable benefits to such competitor and cause irreparable harm to Company, or any Subsidiary, and in consideration of the severance payments provided herein, Employee will not, within the geographic location provided herein, from the date hereof until twenty-four (24) months following termination of Employee's employment for any reason, directly or indirectly, as a director, officer, employee, or as an owner of any equity proprietary interest in (except for ownership of shares in a publicly traded company not exceeding five percent (5%) of any class of outstanding equity securities), or as a consultant or otherwise, render services to, have any financial interest in, or otherwise participate in the affairs of, any business ("Competitive Business") which is, or is planning or organizing to be, engaged in the manufacture and/or sale of products or the rendering of services competitive with the products manufactured or sold or the services rendered by Company or any Subsidiary. The geographic limitation of the foregoing covenant not to compete shall extend to any state of the United States in which the Company or any Subsidiary sold or actively attempted to sell its products or services within the one (1) year period prior to the termination of Employee's employment with Company. In the event that Employee is employed by a Competitive Business which is engaged in the manufacture or sale of multiple products, this Section 2 shall apply to only those portions of said Competitive Business which are directly or indirectly competitive with Company or any Subsidiary. b. From the date hereof until twenty-four (24) months following the termination of Employee's employment, Employee will not, on behalf of any Competitive Business, be connected in any way with soliciting or hiring any employees of Company or any Subsidiary who were subject to Employee's general supervision during employment by Company, until such employees have not been employed by Company or any Subsidiary for six (6) months. c. In addition to all duties of loyalty imposed on Employee by law, Employee shall maintain Confidential Information (as defined in subsection (e) below) in strict confidence and secrecy and shall not at any time after the date hereof, or at any time after termination of, employment with Company, directly or indirectly, use or disclose to others any Confidential Information, or use any Confidential Information for the benefit of any person or entity (including the Employee) other than Company, without the prior written consent of Company (except for disclosures to persons acting on Company's behalf with a need to know such information provided such persons agree to hold such information in confidence on terms acceptable to Company, and except for disclosures that may be required by a court of competent jurisdiction provided Employee notifies Company a reasonable time prior to any such disclosure).