Common use of Forfeiture for Competition Clause in Contracts

Forfeiture for Competition. (a) Optionee acknowledges and agrees that, in the course of Optionee’s employment by the Company or any its subsidiaries, Optionee has established and will continue to establish favorable relations with the customers, clients and accounts of the Company and its subsidiaries and has had access to and will continue to have access to confidential and proprietary information and trade secrets (collectively “Confidential Information”) of the Company and its subsidiaries. Therefore, in acknowledgment of the Company’s interest in protecting its customer relationships and good will and that of its subsidiaries, to reasonably protect the Company’s and its subsidiaries’ Confidential Information, and in consideration for the grant of the NQO reflected herein, the Optionee agrees that during the term of Optionee’s employment by the Company or any subsidiary and for a period of twelve (12) months from the date of termination of Optionee’s employment for any reason (the “Noncompetition Period”), Optionee will not, directly or indirectly, so as to compete with the Company or any subsidiary, whether as owner, manager, officer, director, employee, independent contractor, consultant or otherwise, without the express written consent of the Company or any subsidiary own or have any interest in, or act as an officer, director, partner, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist in, any business that competes with any business engaged in by the Company or any of its subsidiaries (the “Prohibited Services”), unless Optionee accepts employment with a competing business in a job position which does not require Optionee to engage in job duties associated with competing with the Company. (b) For the purposes of this Agreement, the term “Customer Services” means (i) any product or service provided by the Company or its subsidiaries to a third party, including, but not limited to, on a contract or outsourced basis, assisting pharmaceutical, biotechnology or other companies in developing and taking drug compounds, biologics, and drug delivery devices through appropriate regulatory approval processes. “Customer” means any person or legal entity (and its subsidiaries, agents, employees and representatives) about whom Optionee has acquired information based on Optionee’s employment with the Company or its subsidiaries and which is a client, customer or account, or a prospective client, customer or account of the Company. Optionee agrees not to solicit Customer Services from any Customer during the Noncompetition Period whether directly or indirectly, on behalf of Optionee or on behalf of any other person or entity.

Forfeiture for Competition. (a) Optionee acknowledges and agrees that, in the course of Optionee’s employment by the Company or any its subsidiaries, Optionee has established and will continue to establish favorable relations with the customers, clients and accounts of the Company and its subsidiaries and has had access to and will continue to have access to confidential and proprietary information and trade secrets (collectively “Confidential Information”) of the Company and its subsidiaries. Therefore, in acknowledgment of the Company’s interest in protecting its customer relationships and good will and that of its subsidiaries, to reasonably protect the Company’s and its subsidiaries’ Confidential Information, and in consideration for the grant of the NQO reflected herein, the Optionee agrees that during the term of Optionee’s employment by the Company or any subsidiary and for a period of twelve (12) months from the date of termination of Optionee’s employment for any reason (the “Noncompetition Period”), Optionee will not, directly or indirectly, so as to compete with the Company or any subsidiary, whether as owner, manager, officer, director, employee, independent contractor, consultant or otherwise, without the express written consent of the Company or any subsidiary own or have any interest in, or act as an officer, director, partner, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist in, any business that competes with any business engaged in by the Company or any of its subsidiaries (the “Prohibited Services”), unless Optionee accepts employment with a competing business in a job position which does not require Optionee to engage in job duties associated with competing with the Company. (b) For the purposes of this Agreement, the term “Customer Services” means (i) any product or service provided by the Company or its subsidiaries to a third party, including, but not limited to, on a contract or outsourced basis, assisting pharmaceutical, biotechnology or other companies in developing and taking drug compounds, biologics, and drug delivery devices through appropriate regulatory approval processes. “Customer” means any person or legal entity (and its subsidiaries, agents, employees and representatives) about whom Optionee has acquired information based on Optionee’s employment with the Company or its subsidiaries and which is a client, customer or account, or a prospective client, customer or account of the Company. Optionee agrees not to solicit Customer Services from any Customer during the Noncompetition Period whether directly or indirectly, on behalf of Optionee or on behalf of any other person or entity.