Covenants of Non Competition Non Solicitation and Confidentiality. (a) During the five-year period following the Closing Date (the “Restricted Period”), Sellers will not, directly or indirectly with or through another individual or organization, whether as a shareholder (other than as the holder of less than 1% of the outstanding shares of a publicly held company), partner, member, director, officer, employee, agent, or consultant, or in any other capacity, compete with Buyer either (i) in the provision, sale, design or distribution of products or services that are the same or similar to products or services now or heretofore provided, sold, designed or distributed by the Company, or (ii) in serving previous or existing customers of the Company. At all times following the Closing Date, Sellers agrees to keep confidential and not to disclose to others information relating to the Business, including, but not limited to, information regarding (A) customers or potential customers; (B) vendors and suppliers; (C) pricing structure, costs, and profit margins; (D) employees and payroll policies; (E) computer systems; and (F) other proprietary, confidential or secret information relating to the business, products, activities or operating aspects (hereafter “Confidential Information”). Sellers shall use all reasonable care to protect, and prevent unauthorized disclosure of, any Confidential Information unless such information is now or becomes generally known or available to the public without any violation of this Agreement or is required to be disclosed by Applicable Law or Order. In addition, during the Restricted Period, Sellers shall not, directly or indirectly, solicit or hire any person who is or was employed by Buyer or the Company on or within 30 days prior to the Closing Date or at any time during the Restricted Period.
Covenants of Non Competition Non Solicitation and Confidentiality
