Common use of Non-Compete and Confidentiality Clause in Contracts

Non-Compete and Confidentiality. Except as to such actions within the ordinary course of the Executive's employment by the Corporation which the Executive in good faith believes to be in the best interests of the Corporation, the Executive shall not at any time during the Employment Term or two years thereafter, without the prior written consent of the Corporation: (i) request or advise any supplier, or other person, firm, partnership, association, corporation or business organization, entity or enterprise having business dealings with the Corporation or any subsidiary or affiliate of the Corporation to withdraw, curtail or cancel such business dealings; (ii) disclose to any third party including, but not limited to, any competitor or potential competitor of the Corporation or any subsidiary or affiliate of the Corporation any trade secret, know-how or knowledge relating to costs, products, equipment, merchandising and marketing methods, business plans, or research results used by, or useful to, the Corporation or any subsidiary or affiliate of the Corporation or other confidential information of the Corporation (the "Confidential Information"); (iii) induce or attempt to influence any executive of the Corporation or any subsidiary or affiliate of the Corporation to terminate, or in any way violate the terms of, his or her employment; or (iv) engage directly or engage indirectly in any business in competition with the business of the Corporation or its subsidiaries, provided, however, that the ownership by Executive of not more than 5% of the equity securities of any company or similar business venture shall not be deemed a violation of this Section 5.2(iv). For purposes of this Section 5.2, Confidential Information shall not include: (a) information that is in the public domain; provided that Executive was not responsible for the disclosure to the public; (b) information that was already known to Executive prior to his employment by the Corporation; and (c) information required to be disclosed in connection with any judicial or administrative proceeding or inquiry; provided that Executive shall notify the Corporation as promptly as practicable of such proceeding or inquiry and cooperate with the Corporation in taking legally available steps to resist or narrow the required disclosure.

Non-Compete and Confidentiality. Except as to such actions within the ordinary course of the Executive's employment by the Corporation which the Executive in good faith believes to be in the best interests of the Corporation, the Executive shall not at any time during the Employment Term or two years thereafter, without the prior written consent of the Corporation: (i) request or advise any supplier, or other person, firm, partnership, association, corporation or business organization, entity or enterprise having business dealings with the Corporation or any subsidiary or affiliate of the Corporation to withdraw, curtail or cancel such business dealings; (ii) disclose to any third party including, but not limited to, any competitor or potential competitor of the Corporation or any subsidiary or affiliate of the Corporation any trade secret, know-how or knowledge relating to costs, products, equipment, merchandising and marketing methods, business plans, or research results used by, or useful to, the Corporation or any subsidiary or affiliate of the Corporation or other confidential information of the Corporation (the "Confidential Information"); (iii) induce or attempt to influence any executive of the Corporation or any subsidiary or affiliate of the Corporation to terminate, or in any way violate the terms of, his or her employment; (iv) directly or indirectly solicit an employee of the Corporation to leave the employ of the Corporation; or (ivv) engage directly or engage indirectly in any business in competition with the business of the Corporation or its subsidiaries, provided, however, that the ownership by the Executive of not more than 5% of the equity securities of any company or similar business venture shall not be deemed a violation of this Section 5.2(iv4.2(v). For purposes of this Section 5.24.2, Confidential Information shall not include: (a) information that is in the public domain; provided that the Executive was not responsible for the disclosure to the public; (b) information that was already known to the Executive prior to his employment by the Corporation; and (c) information required to be disclosed in connection with any judicial or administrative proceeding or inquiry; provided that the Executive shall notify the Corporation as promptly as practicable of such proceeding or inquiry and cooperate with the Corporation in taking legally available steps to resist or narrow the required disclosure.

Non-Compete and Confidentiality. Except as to such actions within the ordinary course of the Executive's employment by the Corporation which the Executive in good faith believes to be in the best interests of the Corporation, the Executive shall not at any time during the Employment Term or two years thereafter, without the prior written consent of the Corporation: (i) request or advise any supplier, or other person, firm, partnership, association, corporation or business organization, entity or enterprise having business dealings with the Corporation or any subsidiary or affiliate of the Corporation to withdraw, curtail or cancel such business dealings; (ii) disclose to any third party including, but not limited to, any competitor or potential competitor of the Corporation or any subsidiary or affiliate of the Corporation any trade secret, know-how or knowledge relating to costs, products, equipment, merchandising and marketing methods, business plans, or research results used by, or useful to, the Corporation or any subsidiary or affiliate of the Corporation or other confidential information of the Corporation (the "Confidential Information"); (iii) induce or attempt to influence any executive of the Corporation or any subsidiary or affiliate of the Corporation to terminate, or in any way violate the terms of, his or her employment; or (iv) engage directly or engage indirectly in any business in competition with the business of the Corporation or its subsidiaries, provided, however, that the ownership by Executive of not more than 5% of the equity securities of any company or similar business venture shall not be deemed a violation of this Section 5.2(iv4.2(iv). For purposes of this Section 5.24.2, Confidential Information shall not include: (a) information that is in the public domain; provided that Executive was not responsible for the disclosure to the public; (b) information that was already known to Executive prior to his employment by the Corporation; and (c) information required to be disclosed in connection with any judicial or administrative proceeding or inquiry; provided that Executive shall notify the Corporation as promptly as practicable of such proceeding or inquiry and cooperate with the Corporation in taking legally available steps to resist or narrow the required disclosure.