Common use of Covenants Against Competition Clause in Contracts

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; and as a material inducement to Employer to employ Employee and to pay to Employee compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years after Employee ceases to be employed by Employer, Employee shall not within sixty miles directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years thereafter, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. C. During employment, and thereafter for three years, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee.

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material unique value to Employer of the services of Employee for which Employer has employed Employee; and contracted hereunder, because of the confidential information to be obtained by or disclosed to Employee Employee, as an employee hereinabove set forth, and because Employee's employment hereunder will result in Employee's development of Employer; a unique relationship with customers, suppliers and employees, as a material inducement to Employer to employ Employee enter into this Agreement and to pay to Employee the compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received stated in consideration hereof)Section 4, Employee covenants and agrees as follows: A. During Employee's employment by Employer or an affiliate of Employer, and for a period expiring on the earlier to occur of three the date one (1) year after the expiration of this Agreement or the date two (2) years after Employee ceases to be employed the earlier termination for any reason of Employee's employment by Employer, Employee shall not within sixty miles directly or indirectly, either for Employee's own account indirectly solicit or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent divert employment of any employee of the business of Employer or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with an affiliate of Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers employ any person previously employed by Employer or providers an affiliate of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During Employee's employment by Employer or an affiliate of Employer, and for a period expiring on the earlier to occur of three the date one (1) year after the expiration of this Agreement or the date two (2) years thereafterafter the earlier termination for any reason of Employee's employment by Employer, Employee shall not, not directly or indirectlyindirectly solicit, solicit for employment divert or employ convert, or assist another person or entity to solicit, divert or convert, customers of Employer or an affiliate of Employer to any employee other company or entity providing substantially the same or competitive services or products as Employer or an affiliate of Employer. C. During employmentEmployee's employment by Employer or an affiliate of Employer, and thereafter for three yearsa period expiring on the earlier to occur of the date one (1) year after the expiration of this Agreement or the date two (2) years after the earlier termination of Employee's employment by Employer for any reason other than Employer's termination of Employee "without cause" pursuant to Section 8(B) hereof, Employee shall not disclose to anyone within the geographic area specified below engage in any Confidential Information. For business or perform any services, directly or indirectly, in competition with the purposes business of this Agreement, "Confidential Information" shall include Employer or any subsidiary of Employer's confidential, proprietary or trade secret information have any interest, whether as a proprietor, partner, employee, stockholder (directly or beneficially), principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee.so

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material unique value to Employer UCI of the services of Employee for which Employer UCI has employed Employee; and contracted hereunder, because of the confidential information to be obtained by or disclosed to Employee, as hereinabove set forth, and because of the employment of Employee as an employee hereunder will result in Employee's development of Employer; a unique relationship with customers, suppliers and employees, as a material inducement to Employer UCI to employ Employee enter into this Agreement and to pay to Employee the compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received stated in consideration Section 4 hereof), Employee covenants and agrees as follows: A. During Employee's the employment by Employer of Employee hereunder, and for a period of three two (2) years after the termination of the employment of Employee ceases to be hereunder for any reason, Employee shall not directly or indirectly solicit or divert employment of any employee of UCI, Parent, or Doctor Care's business or employ any person employed by EmployerUCI, Parent and/or Doctor's Care during the term of Employee employment by UCI. B. During the employment of Employee hereunder, and for a period of two (2) years after the termination of Employee hereunder for any reason, Employee shall not directly or indirectly solicit, divert, or convert, or assist another person or entity to solicit, divert or convert, the customers of UCI, Parent, and/or Doctor's Care to any other company or entity. C. During the employment of Employee hereunder, and for a period of one (1) year after the termination of Employee's employment with UCI for any reason other than UCI's termination of Employee "without cause" as defined in Section 8 hereof, Employee shall not within sixty miles directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded the geographic area specified below engage in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, perform any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years thereafter, Employee shall notservices, directly or indirectly, solicit in competition with the business of UCI, Parent and/or Doctor's Care or have any interest, whether as a proprietor, partner, employee, stockholder (directly or beneficially), principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that shall so engage; except that Employee shall be permitted to own for employment investment purposes only, directly or employ beneficially, up to (but not more than) 2% in the aggregate of the stock of a competing corporation which is publicly traded on a national stock exchange or the NASDAQ National Market System, so long as Employee is not a controlling person of, or a member of a group that controls, such corporation and Employee is not otherwise affiliated in any employee capacity with such corporation. The restrictions of Employer. C. During employmentthis Section 6(c) shall apply everywhere within a five (5) mile radius of (1) any primary or urgent care facility owned or operated by UCI, Parent, or Doctor's Care, and thereafter for three years, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) each other location where UCI, Parent, or Doctor's Care maintains an office which is independently developed by Employeein existence as of the date of such termination.

Covenants Against Competition. Employee acknowledges that the his services to be rendered to Employer hereunder are of a special and unusual character which have a significant and material unique value to Employer, the loss of which cannot adequately be compensated by damages alonein an action at law. In view of the significant and material unique value to Employer of the services of Employee for which Employer has employed Employee; contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee Employee, as an employee of Employer; hereinabove set forth, and as a material inducement to Employer to employ Employee enter into this Agreement, and to pay to Employee the compensation for such services referred to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration Section 3 hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years after Employee ceases to be employed by Employerthat, Employee shall not within sixty miles directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a any period of three years thereafterthat Employee is receiving severance pay from the Employer, the Employee shall not, directly or indirectly, solicit for employment either individually or employ as an employee, consultant or contractor of others, engage in any employee business the same or similar to the business of Employer. C. During employmentEmployer in any geographic area in which Employer is doing business (a "Competitive Business"); provided, however, that, if Employee presents a business opportunity to the Employer that would otherwise constitute a Competitive Business and thereafter for three yearsthe Employer passes on that opportunity, then Employee shall not disclose to anyone may engage in that Competitive Business notwithstanding the restrictions set forth herein. In the event of a breach or threatened breach by the Employee of any Confidential Information. For of the purposes provisions of this AgreementSection 7, "Confidential Information" Employer, in addition to and not in limitation of any other rights, remedies or damages available to Employer at law or in equity, shall include be entitled to a temporary and permanent injunction in order to prevent or to restrain any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of breach by Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee's partners, agents, representatives, servants, employers, employees and/or any and all persons directly or indirectly acting for or with him.

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; and as a material inducement to Employer to employ Employee and to pay to Employee compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years [Restriction Period] after Employee ceases to be employed by Employer, Employee shall not within sixty miles [Restricted Area] directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years [Non-Solicitation Period] thereafter, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. C. During employment, and thereafter for three years[Confidentiality Period], Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee.

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; and as a material inducement to Employer to employ Employee and to pay to Employee compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years 12 months after Employee ceases to be employed by EmployerEmployer and or its successors and purchasers, Employee shall not within sixty miles 8 air mile radius, directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years 12 months thereafter, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. C. During employment, and thereafter for three years36 months, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information such as membership programs that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee. D. The salon owner agrees to pay a hourly rate as set forth in the employee manual.

Covenants Against Competition. (a) Employee acknowledges and agrees that through her employment with Company, Employee has or will receive, become familiar with, and have access to valuable Confidential Information concerning Company’s business, operations and affairs, all of which are and shall continue to be the property of Company. Employee further acknowledges and agrees that the services she is to be rendered render to Employer have Company are of a significant special and material unusual character with a unique value to EmployerCompany, the loss of which cannot adequately be compensated by damages in an action at law alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; foregoing, and as a material inducement to Employer Company to employ Employee enter into this Agreement and to pay to Employee the compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof)other benefits stated herein, Employee covenants and agrees as follows: A. During that during the period of Employee's ’s employment by Employer with Company, and for a period of three years twelve (12) months after Employee ceases to be employed by Employertermination of Employee’s employment with Company for any reason, Employee shall not within sixty miles directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent whether voluntary or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years thereafter, Employee shall not, directly or indirectly: (i) Compete with Company by engaging in any Competitive Business similar to that of Company (other than as a passive investor owning less than a 5% equity interest in a public entity) and working in a management or operations capacity or in a capacity similar to that held by Employee during his employment with Company for such Competitive Business as /s/ B.N.H. B.N.H. (initial) defined herein including, solicit without limitation, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, lender, guarantor or otherwise within the geographic area in which the Company conducts its business at the time of such termination (the “Territory”); or (ii) Work in a management or operations capacity or in a capacity similar to that held by Employee during his employment with Company, directly or indirectly, as a proprietor, owner, manager, operator, partner, director, officer, employee, consultant, independent contractor or otherwise, for employment any person or employ entity which is then engaged in any employee of EmployerCompetitive Business within the Territory; or (iii) Engage in any business or activity which requires Employee, or any person or entity employed by her or whom she represents, to provide Confidential Information to any person or entity which is then engaged in any Competitive Business within the Territory. C. During employment(b) Employee further covenants and agrees that during the period of Employee’s employment with Company, and thereafter for three yearsa period of twelve (12) months after termination of Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreementnot, "Confidential Information" shall include any of Employer's confidential, proprietary directly or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; indirectly: (i) is Solicit, influence, contact or becomes publicly available through no act deal in any way with any Existing Customer (as defined in Section 9(c) below) of Employee, Company for the purpose of (1) providing services or products to such Existing Customer that are competitive with or similar to the services or products provided by Company or the Business; (2) providing services or products to such Existing Customer that are competitive with or similar to future services or products provided or being considered by Company or the Business; or (3) diverting or attempting to divert from Company the business of such Existing Customer; (ii) is rightfully received Solicit, influence, contact or deal in any way with any Prospective Customer (as defined in Section 9(c) below) of Company for the purpose of (1) providing services or products to such Prospective Customer that are competitive with or similar to the services or products provided by Employee from a third party without restrictionsCompany or the Business; (2) providing services or products to such Prospective Customer that are competitive with or similar to future services or products provided or being considered by Company; or (3) diverting or attempting to divert from Company the business of such Prospective Customer; (iii) is independently developed Consult, solicit, hire, attempt to hire, or encourage any existing employee of Company to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or in the Business of the same kind or nature as that operated by Company; or (iv) Consult, solicit, hire, attempt to hire, or encourage any former employee of Company who, at the time of the termination of Employee’s employment, has been away from Company for less than six (6) months, to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or the Business or for the sale or provision of services or products of the same kind or nature as those offered for sale by Company. (c) As used in Section 9(b) above, the term “Existing Customer” shall mean any actual customer of Company that (i) Employee solicits or has contact with during the period of Employee’s employment; or (ii) Employee knows to have been solicited or contacted by or on behalf of Company during the twelve (12) month period prior to the termination of Employee’s employment. The term “Prospective Customer” shall mean any prospective customer of Company that (i) Employee solicits or has contact /s/ B.N.H.

Covenants Against Competition. (a) Employee acknowledges and agrees that through her employment with Company, Employee has or will receive, become familiar with, and have access to valuable Confidential Information concerning Company’s business, operations and affairs, all of which are and shall continue to be the property of Company. Employee further acknowledges and agrees that the services she is to be rendered render to Employer have Company are of a significant special and material unusual character with a unique value to EmployerCompany, the loss of which cannot adequately be compensated by damages in an action at law alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; foregoing, and as a material inducement to Employer Company to employ Employee enter into this Agreement and to pay to Employee the compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof)other benefits stated herein, Employee covenants and agrees as follows: A. During that during the period of Employee's ’s employment by Employer with Company, and for a period of three years twelve (12) months after Employee ceases to be employed by Employertermination of Employee’s employment with Company for any reason, Employee shall not within sixty miles directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent whether voluntary or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years thereafter, Employee shall not, directly or indirectly: (i) Compete with Company by engaging in any Competitive Business similar to that of Company (other than as a passive investor owning less than a 5% equity interest in a public entity) and working in a management or operations capacity or in a capacity similar to that held by Employee during his employment with Company for such Competitive Business as defined herein including, solicit without limitation, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, lender, guarantor or otherwise within the geographic area in which the Company conducts its business at the time of such termination (the “Territory”); or (ii) Work in a management or operations capacity or in a capacity similar to that held by Employee during his employment with Company, directly or indirectly, as a proprietor, owner, manager, operator, partner, director, officer, employee, consultant, independent contractor or otherwise, for employment any person or employ entity which is then engaged in any employee of EmployerCompetitive Business within the Territory; or (iii) Engage in any business or activity which requires Employee, or any person or entity employed by her or whom she represents, to provide Confidential Information to any person or entity which is then engaged in any Competitive Business within the Territory. C. During employment(b) Employee further covenants and agrees that during the period of Employee’s employment with Company, and thereafter for three yearsa period of twelve (12) months after termination of Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreementnot, "Confidential Information" shall include any of Employer's confidential, proprietary directly or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; indirectly: (i) is Solicit, influence, contact or becomes publicly available through no act deal in any way with any Existing Customer (as defined in Section 9(c) below) of Employee, Company for the purpose of (1) providing services or products to such Existing Customer that are competitive with or similar to the services or products provided by Company or the Business; (2) providing services or products to such Existing Customer that are competitive with or similar to future services or products provided or being considered by Company or the Business; or (3) diverting or attempting to divert from Company the business of such Existing Customer; (ii) is rightfully received Solicit, influence, contact or deal in any way with any Prospective Customer (as defined in Section 9(c) below) of Company for the purpose of (1) providing services or products to such Prospective Customer that are competitive with or similar to the services or products provided by Company or the Business; (2) providing services or products to such Prospective /s/ N.K.H. N.K.H. (initial) Customer that are competitive with or similar to future services or products provided or being considered by Company; or (3) diverting or attempting to divert from Company the business of such Prospective Customer; (iii) Consult, solicit, hire, attempt to hire, or encourage any existing employee of Company to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or in the Business of the same kind or nature as that operated by Company; or (iv) Consult, solicit, hire, attempt to hire, or encourage any former employee of Company who, at the time of the termination of Employee’s employment, has been away from Company for less than six (6) months, to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or the Business or for the sale or provision of services or products of the same kind or nature as those offered for sale by Company. (c) As used in Section 9(b) above, the term “Existing Customer” shall mean any actual customer of Company that (i) Employee from a third party without restrictionssolicits or has contact with during the period of Employee’s employment; or (ii) Employee knows to have been solicited or contacted by or on behalf of Company during the twelve (12) month period prior to the termination of Employee’s employment. The term “Prospective Customer” shall mean any prospective customer of Company that (i) Employee solicits or has contact with during the period of Employee’s employment; (ii) Employee knows to have been solicited or contacted by or on behalf of Company during the twelve (12) month period prior to the termination of Employee’s employment; or (iii) is independently developed by EmployeeEmployee knows to have been so identified in any marketing report, business plan, or other plan or report of Company, regardless of whether such customer consummates or completes a business transaction with Company.

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; and as a material inducement to Employer to employ Employee and to pay to Employee compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years after Employee ceases to be employed by Employer, Employee shall not within sixty miles work directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years thereafter, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. C. During employment, and thereafter for three years, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee.

Covenants Against Competition. Employee acknowledges that the services to be rendered to Employer have a significant and material value to Employer, the loss of which cannot adequately be compensated by damages alone. In view of the significant and material value to Employer of the services of Employee for which Employer has employed Employee; and the confidential information obtained by or disclosed to Employee as an employee of Employer; and as a material inducement to Employer to employ Employee and to pay to Employee compensation for such services to be rendered for Employer by Employee (it being understood and agreed by the parties hereto that such non-competition shall also be paid for and received in consideration hereof), Employee covenants and agrees as follows: A. During Employee's employment by Employer and for a period of three years 24 months after Employee ceases to be employed by EmployerEmployer and or its successors and purchasers, Employee shall not within sixty miles 8 air mile radius, directly or indirectly, either for Employee's own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, employee, agent or otherwise, be employed by, connected with, participate in, consult or otherwise associate with any other business, enterprise or venture that is the same as, similar to or competitive with Employer. By way of example, and not as a limitation, the foregoing shall preclude Employee from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by Employer, any customer, client or account of Employer with which Employee has had any contact during the term of employment. B. During employment and for a period of three years 24 months thereafter, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. C. During employment, and thereafter for three years36 months, Employee shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include any of Employer's confidential, proprietary or trade secret information such as membership programs that is disclosed to Employee or Employee otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans. Confidential Information shall not include any information which; (i) is or becomes publicly available through no act of Employee, (ii) is rightfully received by Employee from a third party without restrictions; or (iii) is independently developed by Employee. D. The salon owner agrees to pay a hourly rate as set forth in the employee manual.