Common use of Interests to be Protected Clause in Contracts

Interests to be Protected. The parties acknowledge that Employee will perform essential services for Employer, its employees, and its stockholders during the term of Employee’s employment with Employer. Employee will be exposed to, have access to, and work with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by, and are valuable to, Employer and that Employer will incur substantial recruiting and training expenses if Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties expressly recognize that it could seriously impair the goodwill and diminish the value of Employer’s business should Employee compete with Employer in any manner whatsoever. Accordingly, in consideration of Employer’s promise herein to provide certain benefits to Employee following termination of employment under certain circumstances, Employee agrees to the following covenants. The parties acknowledge that these covenants have an extended duration; however, they agree that the covenants are reasonable and are necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if Employee’s employment is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

Interests to be Protected. For purposes of this Section 5, the term “Employer” shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer, its employees, and its stockholders Employer during the term of Employee’s employment with Employer. Employee will be exposed to, have access to, and be required to work with, with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by, by and are valuable to, to Employer and that Employer will incur substantial expense in recruiting and training expenses personnel if Employer it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer’s business should Employee compete with Employer in any manner whatsoever. Accordingly, in consideration of Employer’s promise herein to provide certain benefits to Employee following termination of employment under certain circumstances, Employee agrees to the following covenants. The parties acknowledge that these covenants have this covenant has an extended duration; however, they agree that the covenants are reasonable this covenant is reasonable, and are it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if Employee’s his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.