Common use of Covenant Not to Compete Confidentiality Clause in Contracts

Covenant Not to Compete Confidentiality. During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, neither Consultant nor McMullen shall engage in any activity that competes wxxx xxx line of business engaged in by JJMA, including, but not limited to the business of commercial ship and detail design, naval ship and combat systems and marine technical and management services (collectively, "Line of Business"), whether acting as an officer, director, employee, consultant, shareholder, owner, partner, fiduciary or in any other individual or representative capacity whatsoever, and shall not otherwise use to its or his own advantage, or to the advantage of any other person, corporation, or other entity, or disclose to any other person, corporation, or other entity, any non-public information as to the clients, customers, prospects, properties, prices, sales practices, manner of operation, plans, trade secrets, patents, processes, relationships with clients and customers or any other non-public information concerning the Company or JJMA and/or their respective businesses or solicit or induce (or seek to induce) any employee of JJMA to leave such employment. Notwithstanding the foregoing, Consultant and Dr. John J. McMullen may invest its or his assets in xxxx xxxx xx manner as deemed appropriate; provided, however, that such investments shall not require any substantial services on the part of Consultant or Dr. McMullen in the operation of the affairs of the cxxxxxx xx xxtity in which such investments are made if such company or entity competes with a Line of Business. The parties acknowledge the foregoing covenants are reasonable in scope and necessary for the Company to receive the full benefit of the consulting services to be provides hereunder. The Company shall have the option in its sole discretion to reduce the scope and extent of the foregoing covenants, by written notice to Consultant, either before or after adjudication of the legality or enforceability of said covenants, whereupon said covenants shall be valid and enforceable against Consultant and McMullen. If a court should conclude that the foxxxxxxx covenants are unenforceable according to their terms either because of their duration, the geographic area covered thereby or the scope of the subject matter covered, the parties hereby agree that the court shall reduce such duration, geographic area or scope so that the resulting duration, geographic area and scope shall be the maximum that such court shall conclude is enforceable, which reduction shall be performed as follows: in the case of duration, the duration hereof shall be reduced by one month at a time until it shall be the maximum enforceable duration; in the case of geographic area, such area shall be reduced by eliminating individual states one at a time therefrom until such area shall be of maximum enforceable geographical coverage, commencing with the state in which the least volume of JJMA revenues is generated during a fiscal year immediately preceding such determination and eliminating additional states one at a time in inverse order of the volume of JJMA revenues generated by business activity of JJMA in each such state during such fiscal year; in the case of the scope of subject matter, the parties agree that the scope of such covenants shall be reduced to the minimum extent necessary in order for such covenants to be

Covenant Not to Compete Confidentiality. During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, neither Consultant nor McMullen shall engage in any activity that competes wxxx xxx compexxx xxxx any line of business engaged in by JJMA, including, but not limited to the business of commercial ship and detail design, naval ship and combat systems and marine technical and management services (collectively, "Line of Business"), whether acting as an officer, director, employee, consultant, shareholder, owner, partner, fiduciary or in any other individual or representative capacity whatsoever, and shall not otherwise use to its or his own advantage, or to the advantage of any other person, corporation, or other entity, or disclose to any other person, corporation, or other entity, any non-public information as to the clients, customers, prospects, properties, prices, sales practices, manner of operation, plans, trade secrets, patents, processes, relationships with clients and customers or any other non-public information concerning the Company or JJMA and/or their respective businesses or solicit or induce (or seek to induce) any employee of JJMA to leave such employment. Notwithstanding the foregoing, Consultant and Dr. John J. McMullen may invest its or his assets in assetx xx xxxx xxxx xx or manner as deemed appropriate; provided, however, that such investments shall not require any substantial services on the part of Consultant or Dr. McMullen in the operation of the affairs of the cxxxxxx xx xxtity xxx xxxxxxx or entity in which such investments are made if such company or entity competes with a Line of Business. The parties acknowledge the foregoing covenants are reasonable in scope and necessary for the Company to receive the full benefit of the consulting services to be provides hereunder. The Company shall have the option in its sole discretion to reduce the scope and extent of the foregoing covenants, by written notice to Consultant, either before or after adjudication of the legality or enforceability of said covenants, whereupon said covenants shall be valid and enforceable against Consultant and McMullen. If a court should conclude that the foxxxxxxx txx xxxxxoing covenants are unenforceable according to their terms either because of their duration, the geographic area covered thereby or the scope of the subject matter covered, the parties hereby agree that the court shall reduce such duration, geographic area or scope so that the resulting duration, geographic area and scope shall be the maximum that such court shall conclude is enforceable, which reduction shall be performed as follows: in the case of duration, the duration hereof shall be reduced by one month at a time until it shall be the maximum enforceable duration; in the case of geographic area, such area shall be reduced by eliminating individual states one at a time therefrom until such area shall be of maximum enforceable geographical coverage, commencing with the state in which the least volume of JJMA revenues is generated during a fiscal year immediately preceding such determination and eliminating additional states one at a time in inverse order of the volume of JJMA revenues generated by business activity of JJMA in each such state during such fiscal year; in the case of the scope of subject matter, the parties agree that the scope of such covenants shall be reduced to the minimum extent necessary in order for such covenants to be

Covenant Not to Compete Confidentiality. During the term of this Agreement and Sellers agrees that for a ---------------------------------------- period of three (3) years after the termination Closing Date that neither Sellers nor any of this Agreementtheir Affiliates will, neither Consultant nor McMullen shall engage directly or indirectly, (i) own, manage, operate, control or participate in the ownership, management, operation or control of any activity business, whether in corporate, proprietorship or partnership form or otherwise, that competes wxxx xxx line with the Business; A competing business for purposes of the foregoing, shall include any business engaged in by JJMAindoor print advertising in restaurants, includingbars and public facilities located throughout the United States, but or (ii) disclose, reveal, divulge or communicate to any person or entity other than authorized officers, directors or employees of Purchaser, or use or otherwise exploit for their own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). Sellers shall not limited have any obligation to keep confidential any Confidential Information if and to the business of commercial ship and detail design, naval ship and combat systems and marine technical and management services (collectively, "Line of Business"), whether acting as an officer, director, employee, consultant, shareholder, owner, partner, fiduciary or in any other individual or representative capacity whatsoever, and shall not otherwise use to its or his own advantage, or to the advantage of any other person, corporation, or other entity, or disclose to any other person, corporation, or other entity, any non-public information as to the clients, customers, prospects, properties, prices, sales practices, manner of operation, plans, trade secrets, patents, processes, relationships with clients and customers or any other non-public information concerning the Company or JJMA and/or their respective businesses or solicit or induce (or seek to induce) any employee of JJMA to leave such employment. Notwithstanding the foregoing, Consultant and Dr. John J. McMullen may invest its or his assets in xxxx xxxx xx manner as deemed appropriateextent disclosure thereof is specifically required by law; provided, however, -------- ------- that in the event disclosure is required by applicable law, Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such investments requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 9.7, "Confidential Information" shall mean any confidential information with respect to the conduct or details of the Business, including, without limitation, methods of operation, customers, and customer lists, products, proposed products, former products, proposed, pending or completed acquisitions of any company, division, product line or other business unit, prices, fees, costs, plans, designs, technology, inventions, trade secrets, know-how, software, marketing methods, policies, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. The term "Confidential Information" does not require any substantial services include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the part date of Consultant this Agreement, or Dr. McMullen in (b) becomes generally available to the operation public other than as a result of the affairs of the cxxxxxx xx xxtity in which a disclosure by Sellers not otherwise permissible thereunder, or (c) Sellers learn from other sources where such investments are made if such company or entity competes with a Line of Businesssources have not violated their confidentiality obligation to Purchaser. The parties hereto specifically acknowledge and agree that the foregoing covenants are reasonable in scope and necessary remedy at law for the Company to receive the full benefit of the consulting services to be provides hereunder. The Company shall have the option in its sole discretion to reduce the scope and extent any breach of the foregoing covenantswill be inadequate and that the Purchaser, by written notice in addition to Consultantany other relief available to it, either before or after adjudication of the legality or enforceability of said covenants, whereupon said covenants shall be valid entitled to temporary and enforceable against Consultant and McMullenpermanent injunctive relief without the necessity of proving actual damage. If a court should conclude In the event that the foxxxxxxx covenants are unenforceable according provisions of this Section 9.7 should ever be deemed to their terms either because of their durationexceed the limitation provided by applicable law, the geographic area covered thereby or the scope of the subject matter covered, then the parties hereby hereto agree that the court shall reduce such duration, geographic area or scope so that the resulting duration, geographic area and scope provisions shall be reformed to set forth the maximum that such court shall conclude is enforceable, which reduction shall be performed as follows: in the case of duration, the duration hereof shall be reduced by one month at a time until it shall be the maximum enforceable duration; in the case of geographic area, such area shall be reduced by eliminating individual states one at a time therefrom until such area shall be of maximum enforceable geographical coverage, commencing with the state in which the least volume of JJMA revenues is generated during a fiscal year immediately preceding such determination and eliminating additional states one at a time in inverse order of the volume of JJMA revenues generated by business activity of JJMA in each such state during such fiscal year; in the case of the scope of subject matter, the parties agree that the scope of such covenants shall be reduced to the minimum extent necessary in order for such covenants to belimitations permitted.

Covenant Not to Compete Confidentiality. During the term of this Agreement and Each Principal ---------------------------------------- Shareholder agrees that for a period of three (3) years after the termination Closing Date, it will not, directly or indirectly, (i) own, manage, operate, control or participate in the ownership, management, operation or control of this Agreementany business, neither Consultant nor McMullen shall engage whether in any activity that competes wxxx xxx line of business corporate, proprietorship or partnership form or otherwise, engaged in the design, manufacturing or marketing of products that are competitive with the products produced by JJMAPresto on the Closing Date or that otherwise competes with the Presto Business or (ii) disclose, includingreveal, but not limited divulge or communicate to any person or entity other than authorized officers, directors and employees of Buyer, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Buyer, any Confidential Information (as defined below). No Principal Shareholder shall have any obligation to keep confidential any Confidential Information if and to the business of commercial ship and detail design, naval ship and combat systems and marine technical and management services (collectively, "Line of Business"), whether acting as an officer, director, employee, consultant, shareholder, owner, partner, fiduciary or in any other individual or representative capacity whatsoever, and shall not otherwise use to its or his own advantage, or to the advantage of any other person, corporation, or other entity, or disclose to any other person, corporation, or other entity, any non-public information as to the clients, customers, prospects, properties, prices, sales practices, manner of operation, plans, trade secrets, patents, processes, relationships with clients and customers or any other non-public information concerning the Company or JJMA and/or their respective businesses or solicit or induce (or seek to induce) any employee of JJMA to leave such employment. Notwithstanding the foregoing, Consultant and Dr. John J. McMullen may invest its or his assets in xxxx xxxx xx manner as deemed appropriateextent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Principal Shareholders, shall, to the extent reasonably possible, provide Buyer with prompt notice of such investments requirement prior to making any disclosure so that Buyer may seek an appropriate protective order. For purposes of this Paragraph 6.9, "Confidential Information" shall mean any confidential information with respect to the conduct or details of the Presto Business, including, without limitation methods of operation, customers, and customer lists, products, proposed products, former products, proposed, pending or completed acquisitions of any company, division, product line or other business unit, prices, fees, costs, plans, designs, technology, inventions, trade secrets, know-how, software, marketing methods, policies, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. The term "Confidential Information" does not require any substantial services include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the part date of Consultant this Agreement, or Dr. McMullen in (b) becomes generally available to the operation public other than as a result of the affairs of the cxxxxxx xx xxtity in which a disclosure by any Shareholder not otherwise permissible thereunder, or (c) any Shareholder learns from other sources where such investments are made if such company or entity competes with a Line of Businesssources have not violated their confidentiality obligation to Buyer. The parties hereto specifically acknowledge and agree that the foregoing covenants are reasonable in scope and necessary remedy at law for the Company to receive the full benefit of the consulting services to be provides hereunder. The Company shall have the option in its sole discretion to reduce the scope and extent any breach of the foregoing covenantswill be inadequate and that the Buyer, by written notice in addition to Consultantany other relief available to it, either before or after adjudication of the legality or enforceability of said covenants, whereupon said covenants shall be valid entitled to temporary and enforceable against Consultant and McMullenpermanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. If a court should conclude In the event that the foxxxxxxx covenants are unenforceable according to their terms either because provisions of their duration, the geographic area covered thereby or the scope of the subject matter covered, the parties hereby agree that the court shall reduce such duration, geographic area or scope so that the resulting duration, geographic area and scope shall be the maximum that such court shall conclude is enforceable, which reduction shall be performed as follows: in the case of duration, the duration hereof shall be reduced by one month at a time until it shall be the maximum enforceable duration; in the case of geographic area, such area shall be reduced by eliminating individual states one at a time therefrom until such area shall be of maximum enforceable geographical coverage, commencing with the state in which the least volume of JJMA revenues is generated during a fiscal year immediately preceding such determination and eliminating additional states one at a time in inverse order of the volume of JJMA revenues generated by business activity of JJMA in each such state during such fiscal year; in the case of the scope of subject matter, the parties agree that the scope of such covenants shall be reduced to the minimum extent necessary in order for such covenants to bethis Paragraph