Common use of Covenants of Employee Clause in Contracts

Covenants of Employee. (a) Employee agrees that during the Term and for two (2) years following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for two (2) years after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) a. Employee agrees that during the Term and any applicable extension period and for a period of time equal to two (2) years following a termination of employment for any reasonreason other than a termination by the Company without cause, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers)consultant, partner, owner or independent contractor or other participant, in any line Line of business Business (as defined below) which is the same as the Company or any of its subsidiaries are engaged in as of the termination Effective Date of this Agreement without the written consent of the CompanyAgreement. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage work in any a line of business that directly competes with any line Line of business Business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with CompanyEffective Date of this Agreement. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, market provided Employee remains a passive investor. For the purposes of Section 7.a), Lines of Business shall be defined as those businesses which Company is engaged in as of the Effective Date of this Agreement as follows: (1) retail tobacconist stores. (b) b. Employee agrees that during the Term and any applicable extension period and for a period of two (2) years after the termination of his employment for any reasonreason other a termination by the Company without cause, he will not, directly or indirectly, without the prior written consent of the Company, not induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Companysubsidiaries. Further, Employee agrees that during the Term and any applicable extension period and for a period of three two years after the termination of this Agreementhis employment for any reason other than a termination by the Company without cause, he will not, directly or indirectly, without the prior written consent of the Company, not solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which while Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment was with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the Lines of Business that were the same as then being offered by the Company or any of its subsidiaries as of the Effective Date of this Agreement. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) c. Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its their business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) i. Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company;. (ii) . Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiariessubsidiaries or required by applicable law, he will not at any time during and for a period of 10 3 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries iii. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) . Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) a. Employee agrees that during the Term and for a period of time equal to two (2) years following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers)consultant, partner, owner or independent contractor or other participant, in any line Line of business Business (as defined below) which is the same as the Company or any of its subsidiaries are engaged in as of the termination Effective Date of this Agreement without the written consent of the CompanyAgreement. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage work in any a line of business that directly competes with any line Line of business Business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with CompanyEffective Date of this Agreement. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, market provided Employee remains a passive investor. For the purposes of Section 7.a), Lines of Business shall be defined as those businesses which Company is engaged in as of the Effective Date of this Agreement as follows: (1) retail tobacconist stores. (b) b. Employee agrees that during the Term and for a period of two (2) years after the termination of employment this Agreement for any reason, he will not, directly or indirectly, without the prior written consent of the Company, not induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Companysubsidiaries. Further, Employee agrees that for a period of three two years after the termination of this AgreementAgreement for any reason, he will not, directly or indirectly, without the prior written consent of the Company, not solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which while Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment was with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the Lines of Business that were the same as then being offered by the Company or any of its subsidiaries as of the Effective Date of this Agreement. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) c. Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its their business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) i. Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company;. (ii) . Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiariessubsidiaries or required by applicable law, he will not at any time during and for a period of 10 3 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries iii. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) . Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the Term and for two a period of one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any core line of business (currently the core businesses of the Company involve: i) the electronic transmission of financial and clinical medical claims and messages and the development, sale and support of related software; ii) the development, sale and support of medical laboratory devices; and iii) eHealth related software products applications, and services and the development of the Company's internet portal, "proxyMed.com"), which is the same as the Company or any of its subsidiaries are engaged subsidxxxxxx xxx xngaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicitsolicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with served during his employment with the Company. (c) Employee agrees and acknowledges the that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this sectionSection, whether on or not I am Employee is still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information.: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 three (3) years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except Except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that during the Term and for two (2) years one year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for two (2) years one year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company;. (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects;. (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that during the Term and for two eighteen (218) years months following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for two eighteen (218) years months after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for in accordance with the use Company's policies and benefit of the Company and its subsidiariesapplicable law; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the Term and for two a period of one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any core line of business which that is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicitsolicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited a potential customer at the time of termination or had material contacts with during his employment with the Companyexpiration of this Agreement. (c) Employee agrees and acknowledges the that he will disclose promptly to the Company every discovery, improvement and invention invention, and its attendant documentation, made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, improvements or inventions are capable of use in any way in connection with the business of the Company. The Company will receive all materials, including, software programs, source code, object code, specifications, documents, abstracts and summaries developed in connection with Employee's employment. Employee acknowledges that the programs and documentation developed in connection with Employee's employment with the Company shall be the exclusive property of the Company, and that the Company shall retain all right, title and interest in such materials, including without limitation patent and copyright interests. Nothing herein shall be construed as a license from the Company to make, use, sell or copy any inventions, ideas, trade secrets, trademarks, copyrightable works or other intellectual property of the Company during the term of this Agreement or subsequent to its termination. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications ("Applications") for patents, copyrights, assignments and other appropriate documentsdocuments ("Documentation"), and to perform all acts and to do all things necessary and appropriate to carry out the intent of this sectionSection, whether on or not I am Employee is still an employee of the Company at the time of such requests. Further, Employee hereby appoints ProxyMed's In-House Counsel or its successor as it Attorney-in-Fact for the limited purpose of prosecuting any such Applications on behalf of Employee and executing all Documentation on behalf of Employee. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information.: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 three (3) years after the termination of his employment with the Company and its subsidiaries, for himself or others, use the Confidential Information for any economic purpose or disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. ; except as maybe required by applicable law or an order from a court orderof competent jurisdiction, in which case Employee shall promptly notify Company before making any disclosure, so as to allow it the Company to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that during the Term and for two one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the Term and for two a period of one (21) years year following a termination of employment for any reasoncause or nine (9) months following termination without cause or for Good Reason, he she will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any core line of business (currently the core businesses of the Company involve: i) the electronic transmission of financial and clinical medical claims and messages and the development, sale and support of related software, ii) the development, sale and support of medical laboratory devices, and iii) eHealth related software products applications, and services and the development of the Company's internet portal, "xxxxxxxx.xxx"), which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his her employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for two one (21) years year after the termination of employment for any reason, he she will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he she will not, directly or indirectly, without the prior written consent of the Company, solicitsolicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with served during his her employment with the Company. (c) Employee agrees and acknowledges the he that she will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he she may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this sectionSection, whether on or not I am Employee is still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information.: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he she will not at any time during and for a period of 10 three (3) years after the termination of his her employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. , except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his her employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he she will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he she will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the Term and for two a period of one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicitsolicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with served during his employment with the Company. (c) Employee agrees and acknowledges the that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on or not I am Employee is still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information.: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 five (5) years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that during the Term and for two five (25) years following a termination of employment for any reason, he will not, directly or indirectly, engage, or assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers)consultant, partner, owner or independent contractor or other participant, in any line Line of business Business (as defined below) which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause paragraph is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line Line of business Business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. b) For purposes of Section 6 hereof, Line of Business is defined as (bi) that line of business which the Company is purchasing pursuant to the Asset Purchase Agreement and any related laboratory/radiology software line of business engaged in by the Company as of the date of Employee's termination of employment, and (ii) the internet and intranet transmission of healthcare data business. c) Employee agrees that during the Term and for two five (25) years after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three five (5) years after the termination of this Agreementemployment, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with served during his employment with the Company. (cd) Employee agrees and acknowledges the that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable within the scope of use any line of business engaged in any way in connection with by the business of CompanyCompany during such term. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on or not I am Employee is still an employee of the Company at the time of such requests. (de) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company;. (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, disclose any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects;. (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the Term and for two a period of one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any core line of business which (currently the core businesses of the Company involve: i) the electronic transmission of financial and clinical medical claims and messages and the development, sale and support of related software, ii) the development, sale and support of medical laboratory devices, and iii) eHealth related software products applications, and services and the development of the Company's internet portal, "proxymed.com"),which is the same as the Company or any of its subsidiaries are engaged subsidxxxxxx xxx xngaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicitsolicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with served during his employment with the Company. (c) Employee agrees and acknowledges the that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on or not I am Employee is still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information.: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 three (3) years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.

Covenants of Employee. (a) Employee agrees that during the Term and for two one (21) years year following a termination of employment for any reason, he will not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for two one (21) years year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three years one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had material contacts with during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on or not I am Employee is still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company;. (ii) Employee agrees that, except as required by Employee's duties or authorized in writing by the Company and its subsidiaries, he will not at any time during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, disclose, directly or indirectly, any Confidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, in which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects;. (iii) Employee agrees to take all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and (iv) Employee agrees that, upon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, he will promptly deliver to the Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or under the control of Employee. Employee further agrees that, if requested by the Company to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials.