Common use of Non-Compete and Non-Solicitation Agreement Clause in Contracts

Non-Compete and Non-Solicitation Agreement. (a) As long as I am employed or retained by the Company and for a period of one year after the termination of my Employment with the Company by me or the Company for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause (as defined in the Executive Employment Agreement), I shall not, directly or indirectly, on my behalf or on behalf of any third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, participate in the development, manufacture, license, provision or sale of any goods or services which are competitive with goods or services sold or licensed, or under development, by the Company without the prior written authorization of the Company; provided, however, that I may, without the Company's prior written authorization, own up to one percent (1%) of the issued and outstanding securities of any publicly held corporation or any securities in any non-public corporation which I owned prior to the date of my Employment. (i) In the event that the Company and I disagree about whether any business entity develops or provides goods or services which are competitive with goods or services sold or licensed, or under development, by the Company, the disagreement shall be resolved either by decision of the Company's Board of Directors at their next regularly scheduled board meeting acting in good faith after giving me a suitable opportunity to present my view in person and/or in writing, or if either I or the Company gives notice to the Board of our objection to the decision of the Board within 30 days after such decision, by arbitration as provided herein. (ii) The Company and I agree that goods or services which are competitive with goods or services developed or provided, or under development, by the Company shall not include goods and services used by any person or entity for use as a component in a good or service which is not competitive with goods or services developed or provided, or under development, by the Company. (iii) If after the commencement of my Employment with the Company the Company determines to change its line of business so as to provide goods or services other than those sold or licensed, or under development, by the Company at the commencement of my Employment, then the Company shall give me notice of such determination. (b) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I will not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, take away any of the customers that the Company had enjoyed during my Employment with the Company. (c) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I shall not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, solicit, induce or attempt to hire away from the Company any employee of the Company (or any other person who may have been employed by the Company during the six months prior to the termination of my Employment), or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the Company. (d) I recognize that the Company is developing highly specialized products and services in competition with other business entities throughout the United States and the world, which products and services are designed to compete in regional, nation-wide and world-wide markets. In light of the competitive nature of the Company's products and services, I agree that the restrictions contained in this Section 1 cannot be limited to any geographic area, and I further recognize that the restrictions set forth in this Section 1 are intended to protect the Company's interests in its Confidential Information and established commercial relationships and goodwill, and agree that such restrictions are reasonable and appropriate for this purpose. (e) If the period of time, geographic area, or other term of any non-competition or non-solicitation restraint specified in this Agreement is judged by a court to be unreasonable, I agree that such term should be modified by the court so that the term can be enforced as the court decides is reasonable. (f) If I violate any non-competition or non-solicitation restraint specified in this Agreement, I agree that the period of the restraint shall not run during the period of the violation. I understand that the purpose of this paragraph is to give the Company the protection of the restraint for the full agreed-upon duration.

Non-Compete and Non-Solicitation Agreement. (a) As long as I am employed or retained by the Company and for a period of one year after the termination of my Employment with the Company by me or the Company for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause (as defined in the Executive Employment Agreement), I shall not, directly or indirectly, on my behalf or on behalf of any third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, participate in the development, manufacture, license, provision or sale of any goods or services which are competitive with goods or services sold or licensed, or under development, by the Company without the prior written authorization of the Company; provided, however, that I may, without the Company's prior written authorization, own up to one percent (1%) of the issued and outstanding securities of any publicly held corporation or any securities in any non-public corporation which I owned prior to the date of my Employment. (i) In the event that the Company and I disagree about whether any business entity develops or provides goods or services which are competitive with goods or services sold or licensed, or under development, by the Company, the disagreement shall be resolved either by decision of the Company's Board of Directors at their next regularly scheduled board meeting acting in good faith after giving me a suitable opportunity to present my view in person and/or in writing, or if either I or the Company gives notice to the Board of our objection to the decision of the Board within 30 days after such decision, by arbitration as provided herein. (ii) The Company and I agree that goods or services which are competitive with goods or services developed or provided, or under development, by the Company shall not include goods and services used by any person or entity for use as a component in a good or service which is not competitive with goods or services developed or provided, or under development, by the Company. (iii) If after the commencement of my Employment with the Company the Company determines to change its line of business so as to provide goods or services other than those sold or licensed, or under development, by the Company at the commencement of my Employment, then the Company shall give me notice of such determination. (b) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I will not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, take away any of the customers that the Company had enjoyed during my Employment with the Company. (c) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I shall not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, solicit, induce or attempt to hire away from the Company any employee of the Company (or any other person who may have been employed by the Company during the six months prior to the ODI CONFIDENTIAL termination of my Employment), or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the Company. (d) I recognize that the Company is developing highly specialized products and services in competition with other business entities throughout the United States and the world, which products and services are designed to compete in regional, nation-wide and world-wide markets. In light of the competitive nature of the Company's products and services, I agree that the restrictions contained in this Section 1 cannot be limited to any geographic area, and I further recognize that the restrictions set forth in this Section 1 are intended to protect the Company's interests in its Confidential Information and established commercial relationships and goodwill, and agree that such restrictions are reasonable and appropriate for this purpose. (e) If the period of time, geographic area, or other term of any non-competition or non-solicitation restraint specified in this Agreement is judged by a court to be unreasonable, I agree that such term should be modified by the court so that the term can be enforced as the court decides is reasonable. (f) If I violate any non-competition or non-solicitation restraint specified in this Agreement, I agree that the period of the restraint shall not run during the period of the violation. I understand that the purpose of this paragraph is to give the Company the protection of the restraint for the full agreed-upon duration.

Non-Compete and Non-Solicitation Agreement. (a) As long as I am employed or retained by the Company and for a period of one year after the termination of my Employment with the Company by me or the Company for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause (as defined in the Executive Employment Agreement), I shall not, directly or indirectly, on my behalf or on behalf of any third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, participate in the development, manufacture, license, provision or sale of any goods or services which are competitive with goods or services sold or licensed, or under development, by the Company without the prior written authorization of the Company; provided, however, that I may, without the Company's prior written authorization, own up to one percent (1%) of the issued and outstanding securities of any publicly held corporation or any securities in any non-public corporation which I owned prior to the date of my Employment. (i) In the event that the Company and I disagree about whether any business entity develops or provides goods or services which are competitive with goods or services sold or licensed, or under development, by the Company, the disagreement shall be resolved either by decision of the Company's Board of Directors at their next regularly scheduled board meeting acting in good faith after giving me a suitable opportunity to present my view in person and/or in writing, or if either I or the Company gives notice to the Board of our objection to the decision of the Board within 30 days after such decision, by arbitration as provided herein. (ii) The Company and I agree that goods or services which are competitive with goods or services developed or provided, or under development, by the Company shall not include goods and services used by any person or entity for use as a component in a good or service which is not competitive with goods or services developed or provided, or under development, by the Company. (iii) If after the commencement of my Employment with the Company the Company determines to change its line of business so as to provide goods or services other than those sold or licensed, or under development, by the Company at the commencement of my Employment, then the Company shall give me notice of such determination. (b) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I will not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, take away any of the customers that the Company had enjoyed during my Employment with the Company. (c) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my ODI CONFIDENTIAL Employment, or by the Company for Cause, I shall not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, solicit, induce or attempt to hire away from the Company any employee of the Company (or any other person who may have been employed by the Company during the six months prior to the termination of my Employment), or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the Company. (d) I recognize that the Company is developing highly specialized products and services in competition with other business entities throughout the United States and the world, which products and services are designed to compete in regional, nation-wide and world-wide markets. In light of the competitive nature of the Company's products and services, I agree that the restrictions contained in this Section 1 cannot be limited to any geographic area, and I further recognize that the restrictions set forth in this Section 1 are intended to protect the Company's interests in its Confidential Information and established commercial relationships and goodwill, and agree that such restrictions are reasonable and appropriate for this purpose. (e) If the period of time, geographic area, or other term of any non-competition or non-solicitation restraint specified in this Agreement is judged by a court to be unreasonable, I agree that such term should be modified by the court so that the term can be enforced as the court decides is reasonable. (f) If I violate any non-competition or non-solicitation restraint specified in this Agreement, I agree that the period of the restraint shall not run during the period of the violation. I understand that the purpose of this paragraph is to give the Company the protection of the restraint for the full agreed-upon duration.

Non-Compete and Non-Solicitation Agreement. (a) As long as I am employed or retained by the Company and for a period of one year after the termination of my Employment with the Company by me or the Company for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause (as defined in the Executive Employment Agreement), I shall not, directly or indirectly, on my behalf or on behalf of any third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, participate in the development, manufacture, license, provision or sale of any goods or services which are competitive with goods or services sold or licensed, or under development, by the Company without the prior written authorization of the Company; provided, however, that I may, without the Company's prior written authorization, own up to one percent (1%) of the issued and outstanding securities of any publicly held corporation or any securities in any non-public corporation which I owned prior to the date of my Employment. (i) In the event that the Company and I disagree about whether any business entity develops or provides goods or services which are competitive with goods or services sold or licensed, or under development, by the Company, the disagreement shall be resolved either by decision of the Company's Board of Directors at their next regularly scheduled board meeting acting in good faith after giving me a suitable opportunity to present my view in person and/or in writing, or if either I or the Company gives notice to the Board of our objection to the decision of the Board within 30 days after such decision, by arbitration as provided herein. (ii) The Company and I agree that goods or services which are competitive with goods or services developed or provided, or under development, by the Company shall not include goods and services used by any person or entity for use as a component in a good or service which is not competitive with goods or services developed or provided, or under development, by the Company. (iii) If after the commencement of my Employment with the Company the Company determines to change its line of business so as to provide goods or services other than those sold or licensed, or under development, by the Company at the commencement of my Employment, then the Company shall give me notice of such determination. (b) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I will not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, take away any of the customers that the Company had enjoyed during my Employment with the Company. (c) Except with the prior written consent of the Company, during my employment with the Company and for a period of one year after that employment ends for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause, I shall not directly or indirectly, either for myself or for any other entity or third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, solicit, induce or attempt to hire away from the Company any employee of the Company (or any other person who may have been employed by the Company during the six months prior to the termination of my Employment), or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the Company. (d) I recognize that the Company is developing highly specialized products and services in competition with other business entities throughout the United States and the world, which products and services are designed to compete in regional, nation-wide and world-wide markets. In light of the competitive nature of the Company's products and services, I agree that the restrictions contained in this Section 1 cannot be limited to any geographic area, and I further recognize that the restrictions set forth in this Section 1 are intended to protect the Company's interests in its Confidential ODI CONFIDENTIAL Information and established commercial relationships and goodwill, and agree that such restrictions are reasonable and appropriate for this purpose. (e) If the period of time, geographic area, or other term of any non-competition or non-solicitation restraint specified in this Agreement is judged by a court to be unreasonable, I agree that such term should be modified by the court so that the term can be enforced as the court decides is reasonable. (f) If I violate any non-competition or non-solicitation restraint specified in this Agreement, I agree that the period of the restraint shall not run during the period of the violation. I understand that the purpose of this paragraph is to give the Company the protection of the restraint for the full agreed-upon duration.