Common use of Covenants Against Competition Clause in Contracts

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company of the Employee's duties for which the Company has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as a material inducement to the Company to enter into this Agreement, Employee covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in business: i. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, solicit the customers of the Company or its Affiliates or divert the customers of the Company from doing business with the Company, and further, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.i, the customers of the Company shall include: 1. any individual, business or governmental entity which purchased goods or services from the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential Information; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information. ii. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior to Employee's separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, for any reason whatsoever. iii. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's separation of employment from the Company, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company or their assigns, unless previously agreed to in writing by the Company or its assigns.

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company Employer of the Employee's duties services of XxXxxxxxx for which the Company Employer has contracted hereunder, because of the Confidential Information confidential information to be retained obtained by or disclosed to Employee XxXxxxxxx, as hereinabove set forth above forth, and because XxXxxxxxx'x employment hereunder will result in XxXxxxxxx'x development of a unique relationship with customers, suppliers and employees, as a material inducement to the Company Employer to enter into this AgreementAgreement and to pay to XxXxxxxxx the compensation stated in Section 4 hereof, Employee XxXxxxxxx covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in businessas follows: i. A. During the term of this Agreement XxXxxxxxx'x employment hereunder, and for a period of two (2) years thereafterafter the termination of XxXxxxxxx'x employment hereunder for any reason, Employee XxXxxxxxx shall not, not directly or indirectly, indirectly solicit the customers or divert employment of the Company any employee of Employer's business or employ any person previously employed by Employer or its Affiliates or divert the customers of the Company from doing business with the Company, and further, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.i, the customers of the Company shall include: 1. any individual, business or governmental entity which purchased goods or services from the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential Information; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Informationaffiliates. ii. B. During the term of this Agreement XxXxxxxxx'x employment hereunder, and for a period of two (2) years thereafterafter the termination of XxXxxxxxx'x employment hereunder for any reason, Employee XxXxxxxxx shall notnot directly or indirectly solicit, divert, or convert, or assist another person or entity to solicit, divert or convert, the customers of Employer or its affiliates to any other company or entity. C. During XxXxxxxxx'x employment hereunder, and for a period of one (1) year after the termination of XxXxxxxxx'x employment with Employer for any reason, XxXxxxxxx shall not within the geographic area specified below engage in any business or perform any services, directly or indirectly, ownin competition with the business of Employer or its affiliates or have any interest, managewhether as a proprietor, operatepartner, joinemployee, controlstockholder (directly or beneficially), accept employment withprincipal, agent, consultant, director, officer, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any other capacity or manner withwhatsoever, any business which is competitive with the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior enterprise that shall so engage; except that XxXxxxxxx shall be permitted to Employee's separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, own for any reason whatsoever. iii. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's separation of employment from the Company, Employee shall notinvestment purposes only, directly or indirectlybeneficially, solicit for employment or employ any employees, agents or independent contractors up to (but not more than) 2% in the aggregate of the Company stock of a competing corporation which is publicly-traded on a national stock exchange or their assignsthe NASDAQ National Market System, unless previously agreed to so long as XxXxxxxxx is not a controlling person of or a member of a group that controls, such corporation and XxXxxxxxx is not otherwise affiliated in writing any capacity with such corporation. The restrictions of this Section 6(C) shall apply everywhere within a five (5) mile radius of (i) any primary or urgent care facility owned or operated by Employer or an affiliate, and (ii) each other location where Employer or any affiliate maintains an office, in existence as of the Company or its assignsdate of such termination.

Covenants Against Competition. The Employee acknowledges that his duties as herein described the services he is to render are of a special and unusual character which have with a unique value to the Company, the loss of which could cannot adequately be adequately compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee's duties for which the Company has contracted hereunder, because of the Confidential Information confidential information to be retained obtained by or disclosed to Employee Employee, as hereinabove set forth above forth, and as a material inducement to the Company to enter into this AgreementAgreement and to pay to Employee the compensation stated in Section 4, Employee covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in business: i. During the term of this Agreement that during Employee's employment and for a period of two one (21) years thereafteryear after he ceases to be employed by the Company for any reason, Employee shall he will not, directly except as otherwise authorized by this Agreement, compete with the Company or indirectlyany affiliate of the Company, solicit the Company's customers of the Company or its Affiliates or divert the customers of an affiliate, or directly or indirectly solicit for employment any of the Company's employees. In the event the Employee ceases to be employed by the Company because the Employee's work location for the Company is moved more than 100 miles from doing business its present location, the preceding sentence shall not apply to the Employee, provided, however, that in the event the Employee ceases to be employed by the Company because the Employee's work location for the Company is moved more than 100 miles from its present location, the Employee does not take a position or otherwise compete with the Company, and further, shall not induce any individual or entity to refrain Company at a location which is also more than 100 miles from referring customers or the Employee's current work to the Companylocation. For purposes of this Section 8.B.i, the customers of the Company shall include9: 1. any individual, business or governmental entity which purchased goods or services from the Company during (i) the term "compete" means engaging in the design, development and/or sale of an electronic patient record system similar to the Agreement Company's ChartMaxx product or while Employee was otherwise employed engaging in the design, development and/or sale of a document archival system similar to the Company's OptiMaxx product (other than as a passive investor), including without limitation, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or otherwise, within a geographic areas served by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential Informationaffiliates; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information. ii. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior to Employee's separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, for any reason whatsoever. iii. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's separation of employment from the Company, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company or their assigns, unless previously agreed to in writing by the Company or its assigns.

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value (A) During the Term, Contractor shall not: (i) directly or indirectly divert or attempt to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to divert from the Company of the Employee's duties for any Business which the Company has contracted hereunderbeen conducting or pursuing during the Term, because nor interfere with the relationships of the Confidential Information to be retained by Company with its clients or disclosed to Employee as set forth above and as a material inducement to customers; or (ii) within the Company to enter into this Agreement, Employee covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in business: i. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall notTerritory, directly or indirectly, solicit the customers of the Company or its Affiliates or divert the customers of the Company from doing business with the Company, and further, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.i, the customers of the Company shall include: 1. any individual, business or governmental entity which purchased goods or services from the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential Information; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information. ii. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, indirectly own, manage, operate, join, control, accept employment withbe employed by, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant toin, or be connected in any manner withwith the ownership, contract, operation or control of, any business or enterprise which is competitive with conducting the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries Business in which the Company has conducted business at any time prior to Employee's separation from been conducting or pursuing the CompanyTerm, or engage in any such states, territories activities outside of the Territory to the extent that such activity relate to Business being conducted by any such business or provinces as to which enterprise within the Company has future plans to expand its business into, for any reason whatsoever.Territory; iii. (B) During the term of this Agreement Term, and for a period of three (3) two years thereafterfollowing the date of termination of this Agreement, regardless Contractor shall not directly or indirectly induce any contractor of the reason for Employee's separation Company to terminate his or her employment, hire any contractor of employment from the Company, Employee shall not, directly or indirectly, solicit for employment or employ in any employees, agents or independent contractors way interfere with the relationship of the Company and any contractor, agent or their assignsrepresentative; (C) For a period of two years following the date of termination of this Agreement, unless previously agreed Contractor shall not directly or indirectly solicit or otherwise divert or attempt to in writing divert from the Company any Business or any related business: (i) which is being conducted by the Company pursuant to contract in existence during the Term, or (ii) which may be conducted by the Company pursuant to any extension or its assignsrenewal of a contract in existence during the Term, or (iii) which was the subject of negotiations between the Company and a potential customer or client during the Term in which negotiations Contractor participated or was in any way involved. (D) At no time, whether during the Term or at any time thereafter shall Contractor use the name "Fountain" or any name likely to cause confusion therewith in the minds of members of the public for the purposes of a business similar to or competing with any business carried on by the Company whether by using such name as part of a corporate name or otherwise.

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company of the Employee's ’s duties for which the Company has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as a material inducement to the Company to enter into this Agreement, Employee covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in business: i. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, solicit the customers of the Company or its Affiliates or divert the customers of the Company from doing business with the Company, and further, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.i, the customers of the Company shall include: 1. any individual, business or governmental entity which purchased goods or services from the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential Information; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information. ii. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior to Employee's ’s separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, for any reason whatsoever. iii. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's ’s separation of employment from the Company, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company or their assigns, unless previously agreed to in writing by the Company or its assigns.

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company of the Employee's ’s duties for which the Company has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as a material inducement to the Company to enter into this Agreement, Employee covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in business: i. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, solicit the customers of the Company or its Affiliates or divert the customers of the Company from doing business with the Company, and further, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.i8.B.ii, the customers of the Company shall include: 1. any individual, business or governmental entity which purchased goods or services from the Company at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential InformationAgreement; 2. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by the Company which list was existing at any time prior to which Employee had accessthe execution of the Agreement or during the term of the Agreement; 3. any suppliers, distributors, vendors or other entities which provided goods or services to the Company at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement. ii. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior to Employee's ’s separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, for any reason whatsoever. iii. At the conclusion of the two (2) year non-competition/non-solicitation period set forth in Sections 8.B.i and 8.B.ii, the Company may in its sole discretion elect to extend the non-competition/non-solicitation period and provisions of Sections 8.B.i and 8.B.ii by up to an additional one (1) year period by paying Employee his Annual Base Salary as set forth in Section 6.A for a commensurate period of time. iv. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's ’s separation of employment from the Company, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company or their assigns, unless previously agreed to in writing by the Company or its assigns.

Covenants Against Competition. Employee acknowledges that his Employee’s duties as herein described are of a special and unusual character which have a unique value to the CompanyCorporation, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company Corporation of the Employee's duties for which the Company Corporation has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as a material inducement to the Company Corporation to enter into this Agreement, Employee covenants and agrees that, unless the Company Corporation and its successors and assigns (including, but not limited to, a purchaser of substantially all of Corporation’s assets) shall cease to engage in business: i. A. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, solicit the customers of the Company or its Affiliates Corporation or divert the customers of the Company Corporation, from doing business with the CompanyCorporation, and further, shall not induce any individual or entity to refrain from referring customers or work to the CompanyCorporation. For purposes of this Section 8.B.i6A, the customers of the Company Corporation, shall include: 1. i. any individual, business or governmental entity which purchased goods or services from Corporation at any time prior to the Company execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential InformationAgreement; 2ii. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by Corporation, which list was existing at any time prior to the Company to which Employee had accessexecution of the Agreement or during the term of the Agreement; 3iii. any suppliers, distributors, vendors or other entities which provided goods or services to Corporation, at any time prior to the Company execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement; and 4iv. any non-profit organizations, large customer facilities facilities, group purchasing organizations or referral sources which did any business with, or referred any customers to, Corporation, at any time prior to the Company execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement. ii. B. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company Corporation, in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company Corporation has conducted business at any time prior to Employee's ’s separation from the CompanyCorporation, or such states, territories or provinces as to which the Company Corporation has future plans to expand its business into, for any reason whatsoever. iii. C. At the conclusion of the two (2) year non-competition/non-solicitation period set forth in this Section 6(A) and (B), Corporation may in its sole discretion elect to extend the non-competition/non-solicitation period and provisions of Sections 6(A) and (B) by an additional one (1) year period by paying Employee her Annual Base Salary as set forth in Section 3(A) for a commensurate period of time. D. During the term of this Agreement and for a period of three (3) years thereafter, regardless of the reason for Employee's ’s separation of employment from the CompanyCorporation, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company Corporation or their assigns, unless previously agreed to in writing by the Company Corporation or its assigns. This paragraph shall not apply to contractors with whom Employee has a pre-existing business relationship.

Covenants Against Competition. Employee acknowledges that his Employee’s duties as herein described are of a special and unusual character character, which have a unique value to the CompanyCorporation, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company Corporation of the Employee's ’s duties for which the Company Corporation has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as a material inducement to the Company Corporation to enter into this Agreement, Employee covenants and agrees that, unless the Company Corporation and its successors and assigns (including, but not limited to a purchaser of substantially all of Corporation’s assets) shall cease to engage in business: i. A. During the term of this Agreement and for a period of two one (21) years year thereafter, Employee shall not, directly or indirectly, solicit the Corporation’s customers for the rental, sale, consignment and/or repair of ambulatory infusion pumps or IV delivery systems, or related third-party billing and asset management services (the Company or its Affiliates “Business”), or divert the Corporation’s customers of the Company from doing business with the CompanyCorporation, and further, shall not induce any individual or entity to refrain from referring customers or work to the CompanyCorporation. For purposes of this Section 8.B.i6A, the customers of the Company Corporation shall include: 1. i. any individual, business or governmental entity which purchased goods or services from Corporation related to the Company Business at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employee learned or had access to Confidential InformationAgreement; 2ii. any individual, business or governmental entity whose name appears on a list of prospective customers maintained by Corporation related to the Company Business which list was existing at any time prior to which Employee had accessthe execution of the Agreement or during the term of the Agreement; 3iii. any suppliers, distributors, vendors or other entities which provided goods or services to Corporation related to the Company Business at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement; and 4iv. any non-profit organizations, large customer facilities facilities, group purchasing organizations or referral sources which did any business with, or referred any customers to, Corporation related to the Company Business at any time prior to the execution of the Agreement or during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationAgreement. ii. B. During the term of this Agreement and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, own, manage, operate, join, control, accept employment with, or participate in the ownership, management, operation or control of, or act as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company Corporation in any states, territories or provinces of the United States, Canada, Mexico or any other countries in which the Company Corporation has conducted business at any time prior to Employee's ’s separation from Corporation,. For purposes of determining whether a business is competitive with Corporation, a competitive business shall be defined as any business which primarily engages in the Companyrental, or such statessale, territories or provinces consignment and/or repair of ambulatory infusion pumps and IV delivery systems for oncology, as well as related third-party billing and asset management services. C. At the conclusion of the two (2) year non-competition period set forth in Section 6(B), Corporation may in its sole discretion elect to which extend the Company has future plans non-competition period and provisions of Sections 6(B) by up to expand its business intoan additional one (1) year period by paying Employee his Annual Base Salary as of the date of his termination of employment, for any reason whatsoevera commensurate period of time. iii. D. During the term of this Agreement and for a period of three one (31) years year thereafter, regardless of the reason for Employee's ’s separation of employment from the CompanyCorporation, Employee shall not, directly or indirectly, solicit for employment or employ any employees, agents or independent contractors of the Company Corporation or their assigns, unless previously agreed to in writing by the Company Corporation or its assigns.

Covenants Against Competition. Employee acknowledges that his duties as herein described are of a special and unusual character which have a unique value to the Company, the loss of which could not be adequately compensated by damages in an action at law. In view of the unique value to the Company of the Employee's duties for which the Company has contracted hereunder, because of the Confidential Information to be retained by or disclosed to Employee as set forth above and as 3.1 As a material inducement to Network to consummate the Company to enter into this AgreementAcquisition, Employee Individual covenants and agrees that, unless the Company and its successors and assigns shall cease to engage in businessas follows: i. (a) During the term of this Agreement and for a period of two (2) years thereafterAgreement, Employee Individual shall not, directly or indirectly, solicit the customers of the Company or its Affiliates or divert the customers of the Company from doing business with the Companyown an interest in, and furtheroperate, shall not induce any individual or entity to refrain from referring customers or work to the Company. For purposes of this Section 8.B.ijoin, the customers of the Company shall include: 1. any individualcontrol, business or governmental entity which purchased goods or services from the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliatesparticipate in, or about which Employee learned or had access to Confidential Information; 2. be connected in any individualmanner with any person, business or governmental entity whose name appears on a list of prospective customers maintained by the Company to which Employee had access; 3. any suppliersfirm, distributors, vendors corporation or other entities which provided goods entity soliciting orders for selling, distributing, or otherwise marketing long distance telecommunications services to the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential Information; and 4. any non-profit organizations, large customer facilities or referral sources which did any business with, or referred any customers to, the Company during the term of the Agreement or while Employee was otherwise employed by the Company or any of its Affiliates, or about which Employees learned or had access to Confidential InformationCustomer Accounts. ii. (b) During the term of this Agreement and for a period of two (2) years thereafterAgreement, Employee Individual shall not, directly or indirectly, ownengage in any business activity that would require Individual to disclose, manage, operate, join, control, accept employment withbase judgment upon, or participate in the ownership, management, operation otherwise utilize any Confidential Information obtained by or control of, or act disclosed to Individual as an employee, agent or consultant to, or be connected in any manner with, any business which is competitive with the Company in any states, territories or provinces a result of the United States, Canada, Mexico or any other countries in which the Company has conducted business at any time prior to Employee's separation from the Company, or such states, territories or provinces as to which the Company has future plans to expand its business into, for any reason whatsoeverAcquisition. iii. (c) During the course of this Agreement, Individual shall not, directly, indirectly, commit any act or undertake any activity that would tend to interfere or dispute any existing relationship between Network and any of the customers whose Customer Accounts were transferred to Network as part of the Acquisition. (d) During the term of this Agreement and for Agreement, Individual shall not contact or solicit any customers of Network whom he learned of as a period of three (3) years thereafter, regardless result of the reason for Employee's separation Acquisition. (e) During the term of employment from this Agreement, Individual shall not contact or solicit any customers and/or potential customers whose accounts and/or service contracts were transferred to Network by Value Tel as part of the CompanyAcquisition. 3.2 Individual covenants and agrees that if he violates any of the foregoing covenants, Employee Network shall notbe entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that individual directly or indirectly, solicit has realized and/or may realize as a result of, or in connection with the violation. The foregoing remedies shall be in addition to, and not in limitation of, any injunctive relief or other rights or remedies to which Network is or may be entitled at law, in equity, or under this Agreement. 3.3 Individual has carefully read and considered the foregoing provisions of this section, and having done so, agrees that the restrictions contained therein are fair and reasonable and reasonably required for employment or employ any employees, agents or independent contractors the protection of the Company interest of Network. If, notwithstanding the foregoing, any of the provisions contained in this section shall be held to be invalid or their assignsunenforceable, unless previously agreed the remaining provisions thereof nevertheless shall continue to be valid and enforceable as though the invalid or unenforceable provisions had not been included in writing this section. If any restriction contained in this section is deemed by a court or other tribunal with jurisdiction to be unreasonable or unenforceable, such restriction shall become and thereafter shall be the Company or its assignsmaximum restriction permitted by law.