Common use of Non-Compete and Confidentiality Clause in Contracts

Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after her employment with the Company, furnish information as may be in her possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during her employment with the Company (the "Period of Employment") or after except to the extent reasonably necessary in the performance of her duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her possession are confidential and will remain the property of the Company. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after her employment with the Company, furnish information as may be in her possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during her employment with the Company (the "Period of Employment") or after after, except to the extent reasonably necessary in the performance of her duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her possession are confidential and will remain the property of the Company. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas within fifty (50) miles of any location of the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four twelve (2412) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not not, directly or indirectly indirectly, hire any current or future employee of the Company Company, even if such individual is no longer employed by the Company, or solicit or encourage any such employee to leave the employ of the Company. Notwithstanding the foregoing, beginning twelve (12) months after her termination of employment with the Company for any reason, Employee may hire a past employee of the Company so long as such past employee has not been so employed for at least six (6) months. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after her his employment with the Company, furnish information as may be in her his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's duties. The Employee will not during her his employment with the Company (the "Period of Employment") or after except to the extent reasonably necessary in the performance of her his duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her his own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her his possession are confidential and will remain the property of the Company. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her him in the absence of her his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after her his employment with the Company, furnish information as may be in her his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's ’s duties. The Employee will not during her his employment with the Company (the "“Period of Employment"”) or after after, except to the extent reasonably necessary in the performance of her his duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her his own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her his possession are confidential and will remain the property of the Company. Upon termination of employment, Employee will immediately deliver to Company all materials, including but not limited to documents, discs, computer software and copies thereof, containing confidential and/or proprietary information of Company, whether compiled or created by Employee or furnished to him. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her him in the absence of her his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "“Proprietary Interest" ” in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas within fifty (50) miles of any location of the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four twelve (2412) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not not, directly or indirectly indirectly, hire any current or future employee of the Company Company, even if such individual is no longer employed by the Company, or solicit or encourage any such employee to leave the employ of the Company. Notwithstanding the foregoing, beginning twelve (12) months after his termination of employment with the Company for any reason, Employee may hire a past employee of the Company so long as such past employee has not been so employed for at least six (6) months. For the purposes of this Agreement, "“Proprietary Interest" ” means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope.

Non-Compete and Confidentiality. A. The Employee will(a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with reasonable notice the Company or its Subsidiaries for a period of one (1) year following such termination in the continental United States, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within such area, Executive shall not work for or after her advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the business activities of the Company or its Subsidiaries. Executive represents and admits that in the event of the termination of his employment with pursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company or its Subsidiaries. In addition, in the event of any such breach, Executive may elect to pay $500,000 to the Company, furnish information as may be in her possession liquidated damages, and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which agrees to accept said sum and to pursue no further action against the Company is or may Executive and this Provision 10 (a) shall become a partynull and void upon such payment. B. The Employee (b) Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships knowledge of the business activities and plans for business activities of the Company is confidential and its Subsidiaries as it may exist from time to time, is a valuable, special and unique and valuable asset of the Companybusiness of the Company and its Subsidiaries. Access to and Executive will not, during or after the term of his employment, disclose any knowledge of this information are essential to the performance past, present, planned or considered business activities of the Employee's duties. The Employee will not during her employment with the Company (the "Period of Employment") or after except to the extent reasonably necessary in the performance of her duties, give and its Subsidiaries thereof to any person, firm, associationcorporation, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships entity for any reason or purpose whatsoever unless expressly authorized by the Board of the Company except as Directors or required by law. The Employee will Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not make use solely and exclusively derived from the business plans and activities of this type of information for her own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her best efforts to prevent In the disclosure event of a breach or threatened breach by the Executive of the provisions of this information by others. All recordsSection, memorandathe Company will be entitled to an injunction restraining Executive from disclosing, etc. relating to in whole or in part, the business knowledge of the Company whether made by the Employee past, present, planned or otherwise coming into her possession are confidential and will remain the property of the Company. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data considered business activities of the Company or its affiliates. D. During the Period of Employment and thereafterSubsidiaries or from rendering any services to any person, the Employee firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will not use her status with be construed as prohibiting the Company to obtain loans, goods or services from another organization on terms that would not be pursuing any other remedies available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure for such breach or threatened breach, including the interests recovery of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation damages from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scopeExecutive.

Non-Compete and Confidentiality. A. The Employee will, with reasonable notice during or after her his employment with the Company, furnish information as may be in her his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Employee's ’s duties. The Employee will not during her his employment with the Company (the "“Period of Employment"”) or after after, except to the extent reasonably necessary in the performance of her his duties, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Employee will not make use of this type of information for her his own purposes or for the benefit of any person or organization other than the Company. The Employee will also use her his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Employee or otherwise coming into her his possession are confidential and will remain the property of the Company. Upon termination of employment, Employee will immediately deliver to Company all materials, including but not limited to documents, discs, computer software and copies thereof, containing confidential and/or proprietary information of Company, whether compiled or created by Employee or furnished to him. C. Employee will not, either during the Period of Employment or at any time thereafter, use (except for the sole benefit of Company) or disclose to others any proprietary, secret or confidential information, knowledge or data of the Company or its affiliates. D. During the Period of Employment and thereafter, the Employee will not use her his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of such employment for any reason, (i) the Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of the Company in any way that will injure the interests of the Company; and (ii) the Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business upon the date of termination of employment. During the Period of Employment and for a twenty-four (24) month period following termination of such employment for any reason, (i) the Employee will not solicit any client of the Company or discuss with any client of the Company or any employee of the Company any information or the operation of any business intended to compete with the Company; and (ii) the Employee will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of this Agreement, "Proprietary Interest" means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Employee acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope.on