Common use of Covenants and Restrictions Clause in Contracts

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

Covenants and Restrictions. Subject Employee acknowledges that the Employer has a substantial, legitimate and continuing interest in the protection of its Confidential Information (as defined below) and business relationships , including without limitation, current and prospective employees, consultants, advisors, customers, vendors, suppliers, partners and joint venturers and financing sources, and in the protection of its Confidential Information and business relationships has invested substantial money, time and effort and will continue to invest substantial money, time and effort to develop, maintain and protect such relationships and Confidential Information. Employee further acknowledges that the provisions o f Paragraph 10(e) hereofEmployer would not have entered into this Agreement with Employee but for the agreements, restrictions and covenants made by Employee contained in this Section 7. Accordingly, Employee covenants that, except in carrying out his duties hereunder, during and agrees as follows: (a) During the term of his employment as set forth above and for a period of five (5) years following not more than one year from the date on which Employee ceases to be an employee of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) the Employer, Employee will shall not directly directly, or indirectly, own for himself or for any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated other person interfere with, work forsolicit, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) entice away or otherwise become attempt to obtain the withdrawal or services of any employee of the Employer or any of its subsidiaries or affiliates in relation to any way business that is competitive with or manner connected with identical to the ownership, management, operationbusiness conducted by the Employer, or control any of , any business, firm, corporation, partnership its subsidiaries or other entity affiliates (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock“Business”). (b) During the term of his employment as set forth above and for a period of not more than one year from the date on which Employee will ceases to be an employee of the Employer, Employees shall not knowingly provide advise any person not to do business with the Employer or solicit any of its subsidiaries or affiliates in relation to provide the Employer’s business. (c) Employee acknowledges that, by virtue of providing services under this Agreement, the Employer may disclose to Employee or give Employee access to Confidential Information so that Employee may properly fulfill his services and duties. Confidential Information may exist in electronic, written, visual, verbal or audio form, and there is no obligation that Confidential Information be marked with any legend or notation confirming its confidential status. Whenever Confidential Information is incorporated into a new document, electronic file, notes or other tangible media, such media shall become and be construed to be Confidential Information, subject to all of the terms and conditions in this Agreement. All documents or other media containing Confidential Information, whether or not explicitly marked “Confidential” and all reproductions thereof shall at all times be and remain the sole and exclusive property of the Employer. Employee shall always hold in confidence and shall not disclose Confidential Information in whole or in part to any Person third party or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer employee of the Company. The term "customer" shall mean any Person or individual Employer who does not need access to whom the Company has provided goods or services within the twenty-four (24) month period prior Confidential Information to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunderdischarge their duties.

Covenants and Restrictions. Subject (i) Towers acknowledges that during his employment by ARK and his time as an officer and director of ARK, he has acquired or been involved in the development of certain confidential information and trade secrets of ARK, its subsidiaries and affiliates. Towers hereby covenants and agrees that Towers will not at any time subsequent to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment date hereof and continuing for a period of five Three (53) years following from the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which dealsthis Agreement, directly or indirectly, reveal, divulge, use (whether or not for his own profit) or make known to any person or entity any Confidential Information (as hereinafter defined) made known to Towers or of which Towers has become aware, regardless of whether developed, prepared, devised or otherwise created in products whole or services similar in part by the efforts of Towers and (1) except to or competitive with the Company's product line or services extent so authorized in the United Stateswriting by ARK, Canada(2) except as required by law, or Western Europe; provided(3) except with Tower’s accountant(s), howeverlawyer(s), and members of his immediate family on a need-to-know basis, whom he shall ask to keep the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stockterms confidential. (bii) Employee will not knowingly provide or solicit to provide to any Person or individual For purposes of this Agreement, the term “Confidential Information” shall mean (i) any goods or services which are competitive with those provided by the Company or which would be competitive with existence and terms of this Agreement and the goods or services that nature of the Company has planned to providerelationship contemplated hereby, or (ii) any goods technical, scientific or engineering information relating to the products and/or services of ARK or ARK’s affiliates, including any entity with whom ARK has entered into an acquisition agreement or other binding or non-binding agreement related to the acquisition of a third party by ARK hereto , (iii) information relating to any customer of ARK, including without limitation, the Company. The term "names, addresses, telephone numbers and sales records of, or pertaining to any such customer" shall mean any Person or individual , and (iv) price lists, sales, sales volume, sales methods, methods of operation, buildings, sales proposals, leasing methods, leasing sources, identity of clients, prospective clients, sources of supplies, building materials, computer programs, software and hardware and similar information pertaining to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunderARK. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder, (ii) subsequently becomes known to Towers as a result of disclosure by third parties not in the course of this Agreement, (iii) subsequently comes into the public domain through no limitation shall be imposed on Employee hereunder with respect fault of Towers, (iv) information not clearly marked “confidential” or (v) information neither identified as “confidential” by ARK or reasonably treated by ARK to any goods and services that prevent the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder unauthorized use, disclosure, dissemination, or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunderpublication.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e(a) hereof, Employee covenants that, except in carrying out his duties hereunder, during During the term of his employment this Agreement and for a period of five one (51) years following year thereafter (the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) "Non-Compete Period"), the Employee will not shall not, directly or indirectly, own any interest in, participate or indirectly (i) engage in, own, manage, operate, assist, render any services (including advisory services) tojoin or control, become associated with, work for, serve (or participate in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, operation or control of , any business, firm, corporation, partnership Restricted Enterprise (other than the Company or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any businessits affiliates), which deals, directly engages or indirectly, plans to engage in products or services similar to or competitive with the Company's product line or services a Restricted Enterprise anywhere in the United States, Canadawhether as a director, officer, employee, agent, consultant, shareholder, partner, owner, independent contractor or otherwise, or Western Europe; provided(ii) solicit, however, the above shall not be deemed hire or seek to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent solicit or hire any of the Company's Board or WAWD-EAP's personnel in any capacity whatsoever nor shall Employee induce or attempt to induce any of Directors; provided furtherthe Company's personnel to leave the employ of the Company to work for Employee or otherwise. As used herein, however, a "Restricted Enterprise" shall be any activity that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the business of the Company and whose securities are listed with a national securities exchange as constituted or are traded as realistically contemplated during the term of this Agreement in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stockUnited States. (b) The Employee will agrees that he shall not knowingly provide divulge to others, nor shall he use to the detriment of the Company or solicit to provide in any business competitive with or similar to any Person or individual (i) any goods or services which are competitive with those provided business engaged in by the Company or which would be competitive any of its subsidiary or affiliated companies, at any time during his employment with the goods Company or services that thereafter, any Confidential Information obtained by him during the Company has planned course of his employment with the Company. Confidential Information as used herein shall mean all information, whether tangible or intangible, which (i) was not in the public domain prior to provide, receipt thereof by the Employee in the same context as the contemplated disclosure to be made hereunder; or (ii) any goods that which the Employee cannot show was in his possession and in the same context prior to receipt or services (iii) that which subsequently does not become known to any customer the Employee by third parties not in the course of his employment and as a matter of right and without restriction on disclosure; or (iv) that which subsequently does not come into the public domain in the same context as the contemplated disclosure by the Employee through no fault of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

Covenants and Restrictions. Subject (a) Executive agrees, as a condition to the provisions o f Company agreeing to employ Executive and to the performance by the Company of its obligations hereunder, particularly its obligations under Paragraph 10(e) 4 hereof, Employee that during the term of this Agreement and any renewals and extensions hereof and for a period of one (1) year thereafter, Executive will not (i) in any way, directly or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the business of the Company as constituted during the term of Executive's employment hereunder (a "Restricted Enterprise"), (ii) induce or attempt to induce any person or entity which is a customer of the Company or any of its affiliates as of the date of termination of Executive's employment (or was a customer thereof within the one year prior to such termination) to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who shall then be an employee of the Company to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. (b) Anything here to the contrary notwithstanding, the provisions of Paragraph 9(a) shall not apply if Executive's employment is terminated pursuant to Paragraph 15(b) or Paragraph 16 of this Agreement. (c) Executive acknowledges that during the term of his employment, he will have access to confidential information of the Company, including information about business plans, costs, customers, profits, markets, sales, products, key personnel, pricing policies, operational methods, other business affairs and methods and other information not available to the public or in the public domain (hereinafter referred to as a "Confidential Information"). In recognition of the foregoing, Executive covenants that, and agrees that (i) except in carrying out as required by his duties hereunderto the Company, Executive will keep secret all Confidential Information of the Company and will not, directly or indirectly, either during the term of his employment and hereunder or at any time thereafter while such Confidential Information remains confidential, disclose or disseminate to anyone or make use of, for a period of five (5) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation purpose whatsoever except for the benefit of the Company with in the consent course of his employment, and (ii) Executive will promptly deliver to the Company's Board of Directors; provided furtherCompany all tangible materials and objects containing Confidential Information (including all copies thereof, however, that the above whether prepared by Executive or others) which he may possess or have under his control. The term "Confidential Information" shall not include any information which can be deemed demonstrated (i) to prohibit Employee from owning be generally known in the industry or acquiring securities issued by any corporation which neither directly nor indirectly competes to the public other than through breach of Executive's obligations hereunder, (ii) to have been Executive's possession prior to his employment with the Company and whose securities are listed with a national securities exchange or are traded in not assigned to the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provideCompany, or (iiiii) to have been disclosed to Executive by an independent third party not under any goods obligation or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunderconfidentiality.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five two (52) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, general partner, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's existing or future product line lines or services of the Company in the United States, Canada, or Western Europe; States provided, however, the above shall not be deemed to exclude Employee from (i) acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors, (ii) serving as an officer and employee of Paul's Electric, Inc. and Xxxxxxxx Brothers of New York in order to permit those entities to make use of certain of the Employee's professional licenses and (iii) reviewing the accuracy of the apportionment of charges and expenses in connection with real estate leases on behalf of Xxxxxxx Consulting; provided provided, further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five percent (5%) percent or more of any class of any such corporation's outstanding capital stock. Such 5% restriction shall not apply to any partnership, corporation or other entity of which Employee is now an owner, investor, officer or director. In addition, Employee shall not serve as an officer or director of any corporation which competes directly or indirectly with the Company nor shall Employee own a majority interest in any entity which competes directly or indirectly with the Company. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive competitive, directly or indirectly, with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, with respect to this subsection (b), no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, Employee The Executive covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five eighteen (518) years months following the date of termination of employment hereunder (hereunder, irrespective of the reasons for any such termination and unless such longer period of time is specifically set forth herein):: (a) Employee Executive will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services services, as described below, anywhere in the United States, Canada, or Western Europeworld; and provided, however, the above shall not be deemed to exclude Employee Executive from acting as a director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; and provided further, however, that the above shall not also be deemed to prohibit Employee Executive from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed Company. For purposes hereof, "products or services competitive with a national securities exchange the Company's product line or are traded services" shall mean any products or services that compete directly with the Company's products or services in the over-the-counter market, provided that Employee same category at no the time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class the termination of any such corporationthe Executive's outstanding capital stockemployment with the Company. (b) Employee will Executive shall not knowingly provide sell or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods products or services to any customer of the Company, except on behalf of the Company. The term "customer" shall mean any Person or individual (including any Person or individual who controls, is under common control with or has the ability to control any such Person) to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of EmployeeExecutive's employment hereunder or which are not actually provided within eighteen to whom the Executive had actively solicited business in an attempt to develop such Person or individual as a customer of the Company during the term hereof, or any licensee of the Company who was a licensee of the Company at any time during the twenty-four (1824) months following month period prior to the termination of Employee's employment hereunderthis Agreement.

Covenants and Restrictions. Subject to the provisions o f of Paragraph 10(e) 8.6 hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five one (51) years year following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) 5.1 Without the express written consent of the Board of Directors, Employee will shall not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a another corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) 5.2 Employee will shall not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, ; or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five one (51) years year following the date of termination of employment hereunder either for cause, as described in Section 10 below, or voluntarily by Employee (unless such longer period of time is specifically set forth herein): (a) Employee will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory servicesservice s) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages inMaine, or assists others in engaging in or conducting any businessNew Hampshire, which dealsVermont, directly or indirectlyMassachusetts, in products or services similar to or competitive with the Company's product line or services in the United StatesRhode Island, CanadaConnecticut, or Western EuropeNew York, New Jersey, Pennsylvania, Delaware and Maryland; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued -6- by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-the- counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five two (52%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a the period consisting of five the Remainder Term (5as defined in section 9(b) hereof), if any, and two (2) years following the date on which this term of this Agreement is scheduled to expire under Section 1 hereof (such two-year period being referred to herein as the "Restricted Period"), irrespective of the reasons for termination of the Employee's employment hereunder (and unless such longer period of time is specifically set forth herein):: (a) The Employee will not directly or indirectly, indirectly own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that (i) during the Remainder Term, if any, engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to competitive with the Company's product line or services, as described below, anywhere in the world and (ii) during the Restricted Period engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services competitive with the Company's product line or services anywhere in the United Statesworld whereby the Employee will make use of the Enamelon Technology, Canada, or Western Europeas defined hereinafter; provided, however, that the above restriction shall not be deemed to exclude the Employee from acting as a director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided and provided, further, howeverthat during the Restricted Period, that the Employee may engage in the above shall not be deemed to prohibit Employee from owning business activity involving the research and development, manufacture, marketing or acquiring securities issued by sale of any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange dentifrice, chewing gum, food, confection, spray, professional gel, or are traded mouth rinse that uses currently accepted technology which, for example, makes use of fluoride, in the over-the-counter marketprevention of cavities, provided that Employee at no time ownsand may directly result in the remineralization of teeth so long as the Employee, directly or indirectlyin such a capacity, beneficially or otherwisedoes not make use of the Enamelon Technology, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods as defined hereinafter. For purposes hereof, "products or services which are competitive with those provided by the Company or which would be competitive with the goods Company's product line or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customerservices" shall mean any Person or individual to whom the Company has provided goods products or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder have as their primary purpose or function or which are not actually provided within eighteen (18) months following marketed, promoted or sold as having the termination effect of Employee's employment hereunder.repairing, remineralizing, rebuilding, desensitizing teeth or preventing or retarding tooth decay and/or cavities. For purposes hereof, the Exhibit 10.15

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five eighteen (518) years months following the date of termination of employment hereunder (unless or such longer or lesser period specifically provided herein upon the happening of certain specified events. Where the time is so extended or shortened in (a) below with respect to any activity, except as specifically set forth hereinprovided in subsections (a) through (e) of this Section 7, the non-competition period for each such subsection shall be increased or decreased with respect to such activity to the shorter or longer period referred to in (a)): (a) Employee will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the CompanyEmployer's product line or services in the United States, Canada, or Western Europe; (provided, however, (i) such non competition will be limited to twelve (12) months with respect to the above shall to the extent it does not substantially constitute a total solution network and systems management services and (ii) such non competition will be deemed increased to exclude twenty four (24) months in the event the Employee from acting as director terminates this Agreement for Good Reason or Employer dismisses Employee for other than Cause with respect to any activity to the extent it substantially competes with or constitutes the development or operation of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the total solution network management service.) Nothing set forth above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five two (52%) percent or more of any class of any such corporation's outstanding capital stock. ). For purposes of this Section 7, an Employee shall not be deemed to be competing with the Employer if the Employee performs network management services as an employee of a corporation, provided such corporation does not directly or indirectly compete with the Employer, or has become a client of the Employer after the date hereof and prior to Employee's termination of employment (b) Employee will "Permitted Alternative Employment"). In the event the Term is not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided extended by reason of the Company or which would be competitive with the goods or services that the Company has planned not agreeing to provide, or (ii) any goods or services to any customer continue employment of the Company. The term "customer" shall mean any Person or individual to whom Employee upon the Company has provided goods or services within terms set forth above, the twenty18 month non-four compete period for purposes of this subsection (24a) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect reduced to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen twelve (18) months following the termination of Employee's employment hereunder.12)

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five twelve (512) years months following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein):hereunder: (a) Employee will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United Statesservices, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director within a 250 mile radius of a corporation for the benefit any office of the Company with the consent of the Company's Board of Directorsor its subsidiaries; provided furtherprovided, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five one (5I %) percent or more of any class of any such corporation's outstanding capital stock. (b) Except as specifically provided in this subsection (b), notwithstanding anything contained in subsection (a) above, Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods individual, services or services which are products competitive with those provided by the Company Company, or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or and which are not actually provided within eighteen twelve (1812) months following the termination of Employee's employment hereunder. (c) Employee agrees that he shall not divulge to others, nor shall he use to the detriment of the Company or in any business competitive with or similar to any technology or business engaged in by the Company or any of its subsidiary or affiliated companies, at any time during his employment with the Company or thereafter, any confidential or trade secret information obtained by him during the course of his employment with the Company relating to technology, sales, salesmen, sales volume or strategy, customers, formulas, processes, methods, ideas, improvements or inventions belonging to or relating to the business of the Company, or its subsidiary or affiliated companies. (d) Employee will neither solicit, hire or seek to solicit or hire any of the Company's personnel in any capacity whatsoever nor shall Employee induce or attempt to induce any of the Company's personnel to leave the employ of the Company to work for Employee or otherwise. (e) Employee acknowledges that his breach of any of the restrictive covenants contained in this Section 8 may cause irreparable damage to the Company for which remedies at law would be inadequate. Accordingly, if Employee breaches or threatens to breach any of the provisions of this Section 8, the Company shall be entitled to appropriate injunctive relief, including, without limitation, preliminary and permanent injunctions, in any court of competent jurisdiction, restraining Employee from taking any action prohibited hereby. This remedy shall be in addition to all other remedies available to the Company at law or equity. If any portion of this Section 8 is adjudicated to be invalid or unenforceable, this Section 8 shall be deemed amended to delete therefrom the portion so adjudicated, such deletion to apply only with respect to the operation of this Section 8 in the jurisdiction in which such adjudication is made.

Covenants and Restrictions. Subject (a) On or prior to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination this Agreement, Xxxxxxx shall have returned for forfeiture and cancellation all right, title and interest in all or any options to purchase any shares of employment hereunder Surge, Superus or any other entity comprising the Company, except for the Remaining Option, which Remaining Option shall be free and clear of any and all liens, encumbrances, options, warrants and any other similar rights or restrictions of any nature, except as provided in this Agreement or as provided in the certificates evidencing the Xxxxxxx Option (unless such longer period except to the extent specifically provided for in this Agreement, in which case the provisions of time is specifically set forth herein):this Agreement shall govern). (ab) Employee Xxxxxxx hereby covenants and agrees that Xxxxxxx will not directly or indirectly, own at any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with time subsequent to the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which dealsdate hereof, directly or indirectly, reveal, divulge, use (whether or not for his own profit) or make known to any person or entity any Confidential Information (as hereinafter defined) made known to Xxxxxxx or of which Xxxxxxx has become aware, regardless of whether developed, prepared, devised or otherwise created in products whole or services similar in part by the efforts of Xxxxxxx and except to the extent so authorized in writing by Surge or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, howeverexcept as required by law. For purposes of this Agreement, the above term "Confidential Information" shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual mean (i) any goods or services which are competitive with those provided by the Company or which would be competitive with existence and terms of this Agreement and the goods or services that nature of the Company has planned to providerelationship contemplated hereby, or (ii) any goods technical, scientific or engineering information relating to the products and/or services of any party hereto or any such party's affiliates, including any entity with whom a party hereto has entered into an acquisition agreement or other binding or non-binding agreement related to the acquisition of a third party by a party hereto (each, a "Party" and, collectively, the "Parties"), (iii) information relating to any customer of any of the Parties, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, (iv) price lists, methods of operation and other information pertaining to any of the Parties and which any such Party, in its sole discretion, regards as confidential and in the nature of trade secrets, and (v) anything else that Xxxxxxx has knowledge of by virtue of his being or serving as an employee, officer and/or director of Surge, Superus and/or any other Company. The term "customer" shall mean any Person or individual to whom , that is not publicly known as of the Company has provided goods or services within the twenty-four (24) month period prior to the termination date of Employee's employment hereunderthis Agreement. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (x) was in the public domain prior to receipt by Xxxxxxx, (y) subsequently becomes known to Xxxxxxx as a result of disclosure by third parties (other than MailEncrypt stockholders or affiliates) not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (z) subsequently comes into the public domain in the same context as the disclosure by a Party through no limitation fault of Xxxxxxx. The provisions of this Section 3 shall no longer be imposed on Employee hereunder applicable with respect to any goods and services Confidential Information of MailEncrypt (to the extent subsequently waived by MailEncrypt) in the event that the Company has planned to provide and which are not actually being provided at the time Surge disposes of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunderits current equity interest in MailEncrypt.

Covenants and Restrictions. Subject (a) On or prior to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination this Agreement, Xxxxxxx shall have returned for forfeiture and cancellation all right, title and interest in all or any options to purchase any shares of employment hereunder Surge, Superus or any other entity comprising the Company, except for the Remaining Option, which Remaining Option shall be free and clear of any and all liens, encumbrances, options, warrants and any other similar rights or restrictions of any nature, except as provided in this Agreement or as provided in the certificates evidencing the Xxxxxxx Options (unless such longer period except to the extent specifically provided for in this Agreement, in which case the provisions of time is specifically set forth herein):this Agreement shall govern). (ab) Employee Xxxxxxx hereby covenants and agrees that Xxxxxxx will not directly or indirectly, own at any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with time subsequent to the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which dealsdate hereof, directly or indirectly, reveal, divulge, use (whether or not for his own profit) or make known to any person or entity any Confidential Information (as hereinafter defined) made known to Xxxxxxx or of which Xxxxxxx has become aware, regardless of whether developed, prepared, devised or otherwise created in products whole or services similar in part by the efforts of Xxxxxxx and except to the extent so authorized in writing by Surge or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, howeverexcept as required by law. For purposes of this Agreement, the above term "Confidential Information" shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual mean (i) any goods or services which are competitive with those provided by the Company or which would be competitive with existence and terms of this Agreement and the goods or services that nature of the Company has planned to providerelationship contemplated hereby, or (ii) any goods technical, scientific or engineering information relating to the products and/or services of any party hereto or any such party's affiliates, including any entity with whom a party hereto has entered into an acquisition agreement or other binding or non-binding agreement related to the acquisition of a third party by a party hereto (each, a "Party" and, collectively, the "Parties"), (iii) information relating to any customer of any of the Parties, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, (iv) price lists, methods of operation and other information pertaining to any of the Parties and which any such Party, in its sole discretion, regards as confidential and in the nature of trade secrets, and (v) anything else that Xxxxxxx has knowledge of by virtue of his being or serving as an employee, officer and/or director of Surge, Superus and/or any other Company. The term "customer" shall mean any Person or individual to whom , that is not publicly known as of the Company has provided goods or services within the twenty-four (24) month period prior to the termination date of Employee's employment hereunderthis Agreement. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (x) was in the public domain prior to receipt by Xxxxxxx, (y) subsequently becomes known to Xxxxxxx as a result of disclosure by third parties (other than MailEncrypt stockholders or affiliates) not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (z) subsequently comes into the public domain in the same context as the disclosure by a Party through no limitation fault of Xxxxxxx. The provisions of this Section 3 shall no longer be imposed on Employee hereunder applicable with respect to any goods Confidential Information of MailEncrypt (to the extent subsequently waived by MailEncrypt) in the event that Surge disposes of its current equity interest in MailEncrypt and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereundersuch current equity interest is, in part, acquired by Xxxxxxx.

Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, The Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five eighteen (518) years months following the date of termination of employment hereunder (hereunder, irrespective of the reasons for any such termination and unless such longer period of time is specifically set forth herein):: (a) The Employee will not not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of of, any individual, business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services services, as described below, anywhere in the United States, Canada, or Western Europeworld (a "Competitor"); provided, however, that the above Employee shall not be deemed have the right to exclude Employee from acting act as a director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided and provided, further, however, that Employee shall have the above shall not be deemed right to prohibit Employee from owning own or acquiring acquire securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that the Employee at no time owns, directly or indirectly, beneficially or otherwise, five one (51%) percent or more of any class of any such corporation's outstanding capital stock. For purposes hereof, "products or services competitive with the Company's product line or services" shall mean any products or services which have as their primary purpose or function or which are marketed, promoted or sold as having the effect of repairing, remineralizing, rebuilding, or desensitizing teeth or preventing or retarding tooth decay and/or cavities. (b) The Employee will shall not knowingly provide sell any products or services to, or solicit to provide to any Person or individual (i) any goods sales of products or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to providefrom, or (ii) any goods or services to any customer of the CompanyCompany on behalf of a Competitor. The term "customer" shall mean any Person (including any Person who controls, is under common control with or individual has the ability to control any such Person) to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein hereunder or to whom the contrary, no limitation shall be imposed on Employee hereunder with respect had actively solicited business in an attempt to any goods and services that develop such Person as a customer of the Company has planned during the term hereof, or any licensee of the Company who was a licensee of the Company at any time during the twenty-four (24) month period prior to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunderthis Agreement.