Common use of Non Competition and Confidentiality Clause in Contracts

Non Competition and Confidentiality. As additional consideration for the employment of Executive by the Company and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six (6) months after Executive's voluntary termination of employment from the Company or termination for Cause ("Six-Month Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, without first obtaining the written consent of Company. More specifically: 7.1 Executive agrees to forbear during the Six-Month Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.2 Executive agrees to forbear during the Six-Month Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership or joint venture of any kind with any Competing Enterprise; 7.3 Executive agrees to forbear during the Six-Month Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise; 7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve or directly or indirectly assist (including "behind the scenes") any solicitation, business development, marketing, or bid/proposal activities with respect to any present or foreseeable prospective customer or business partner of the Company or any Affiliate of the Company as of the date of Executive's termination of employment; and 7.6 Executive agrees to forbear, during the Six-Month Term and for an additional six (6) months thereafter, from engaging in, or directly or indirectly assisting any Competing Enterprise in, any activity to hire away any then-current employee, officer, or agent of the Company or any Affiliate of the Company. 7.7 Executive further agrees that: (i) the aforementioned restrictions are reasonable in both scope and duration, in view of the nature and geographic reach of the business of the Company and its Affiliates, the state of the technical and commercial development of the products and services of the Company and its Affiliates, the nature of the work that Executive performs for the Company or any Affiliate of the Company, Executive's knowledge of the business of the Company and its Affiliates, and the Company's interests in preserving and protecting its goodwill, trade secrets, and confidential information; (ii) if any provision of this Section 7 shall be held or deemed to be invalid, inoperative, or unenforceable for any reason, the remaining provisions of this Section 7 shall be reformed and construed as if such invalid, inoperative, or unenforceable provision had never been contained herein, and such invalid, inoperative, or unenforceable provision shall be reformed so that it would be valid, operative, and enforceable to the maximum extent permitted; (iii) money damages would not be a sufficient remedy for any breach of this Section 7, and the Company shall be entitled to enforce the provisions of this Section 7 by specific performance and injunctive relief as remedies for such breach or any threatened breach and any such remedies shall not be deemed the exclusive remedies for a breach of this Section 7 but shall be in addition to all other remedies available at law or in equity against Executive and any other party involved in such breach; and (iv) the obligations of Executive under this Section 7 are in addition to all other obligations of Executive, by contract and under law, to protect and refrain from using or disclosing to others the trade secrets and confidential information of the Company and its Affiliates. Executive waives any requirement for the Company to post a bond or provide any other security in connection with its pursuit of any remedies hereunder.

Non Competition and Confidentiality. As additional consideration for the employment of Executive by the Company and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six (6) months after Executive's voluntary termination of employment from the Company or termination for Cause ("Six-Month Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, without first obtaining the written consent of Company. More specifically: 7.1 Executive agrees to forbear during the Six-Month Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.2 Executive agrees to forbear during the Six-Month Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership (except as a partner in a law firm) or joint venture of any kind with any Competing Enterprise; 7.3 Executive agrees to forbear during the Six-Month Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise; 7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve or directly or indirectly assist (including "behind the scenes") any solicitation, business development, marketing, or bid/proposal activities with respect to any present or foreseeable prospective customer or business partner of the Company or any Affiliate of the Company as of the date of Executive's termination of employment; and 7.6 Executive agrees to forbear, during the Six-Month Term and for an additional six (6) months thereafter, from engaging in, or directly or indirectly assisting any Competing Enterprise in, any activity to hire away any then-current employee, officer, or agent of the Company or any Affiliate of the Company. 7.7 Executive further agrees that: (i) the aforementioned restrictions are reasonable in both scope and duration, in view of the nature and geographic reach of the business of the Company and its Affiliates, the state of the Company's technical and commercial development of the products and services of the Company and its Affiliates, the nature of the work that Executive performs for the Company or any Affiliate of the Company, Executive's knowledge of the business business, of the Company and its Affiliates, and the Company's interests in preserving and protecting its goodwill, trade secrets, and confidential information; (ii) if any provision of this Section 7 shall be held or deemed to be invalid, inoperative, or unenforceable for any reason, the remaining provisions of this Section 7 shall be reformed and construed as if such invalid, inoperative, or unenforceable provision had never been contained herein, and such invalid, inoperative, or unenforceable provision shall be reformed so that it would be valid, operative, and enforceable to the maximum extent permitted; (iii) money damages would not be a sufficient remedy for any breach of this Section 7, and the Company shall be entitled to enforce the provisions of this Section 7 by specific performance and injunctive relief as remedies for such breach or any threatened breach and any such remedies shall not be deemed the exclusive remedies for a breach of this Section 7 but shall be in addition to all other remedies available at law or in equity against Executive and any other party involved in such breach; and (iv) the obligations of Executive under this Section 7 are in addition to all other obligations of Executive, by contract and under law, to protect and refrain from using or disclosing to others the trade secrets and confidential information of the Company and its Affiliates. Executive waives any requirement for the Company to post a bond or provide any other security in connection with its pursuit of any remedies hereunder.

Non Competition and Confidentiality. As additional consideration for the employment of Executive by the Company and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six (6) months after Executive's voluntary termination of employment from the Company or termination for Cause ("Six-Month Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, , without first obtaining the written consent of Company. More specifically: 7.1 Executive agrees to forbear during the Six-Month Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.2 Executive agrees to forbear during the Six-Month Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership or joint venture of any kind with any Competing Enterprise; 7.3 Executive agrees to forbear during the Six-Month Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or RCJ Veridian Corporation Employment Agreement Form service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise; 7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve or directly or indirectly assist (including "behind the scenes") any solicitation, business development, marketing, or bid/proposal activities with respect to any present or foreseeable prospective customer or business partner of the Company or any Affiliate of the Company as of the date of Executive's termination of employment; and 7.6 Executive agrees to forbear, during the Six-Month Term and for an additional six (6) months thereafter, from engaging in, or directly or indirectly assisting any Competing Enterprise in, any activity to hire away any then-current employee, officer, or agent of the Company or any Affiliate of the Company. 7.7 Executive further agrees that: (i) the aforementioned restrictions are reasonable in both scope and duration, in view of the nature and geographic reach of the business of the Company and its Affiliates, the state of the technical and commercial development of the products and services of the Company and its Affiliates, the nature of the work that Executive performs for the Company or any Affiliate of the Company, Executive's knowledge of the business business, of the Company and its Affiliates, Affiliates and the Company's interests in preserving and protecting its goodwill, trade secrets, and confidential information; (ii) if any provision of this Section 7 shall be held or deemed to be invalid, inoperative, or unenforceable for any reason, the remaining provisions of this Section 7 shall be reformed and construed as if such invalid, inoperative, or unenforceable provision had never been contained herein, and such invalid, inoperative, or unenforceable provision shall be reformed so that it would be valid, operative, and enforceable to the maximum extent permitted; (iii) money damages would not be a sufficient remedy for any RCJ Veridian Corporation Employment Agreement Form breach of this Section 7, and the Company shall be entitled to enforce the provisions of this Section 7 by specific performance and injunctive relief as remedies for such breach or any threatened breach and any such remedies shall not be deemed the exclusive remedies for a breach of this Section 7 but shall be in addition to all other remedies available at law or in equity against Executive and any other party involved in such breach; and (iv) the obligations of Executive under this Section 7 are in addition to all other obligations of Executive, by contract and under law, to protect and refrain from using or disclosing to others the trade secrets and confidential information of the Company and its Affiliates. Executive waives any requirement for the Company to post a bond or provide any other security in connection with its pursuit of any remedies hereunder.

Non Competition and Confidentiality. As additional consideration for the employment of Executive by the Company and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six (6) months after Executive's voluntary termination of employment from the Company or termination for Cause ("Six-Month Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, , without first obtaining the written consent of Company. More specifically: 7.1 Executive agrees to forbear during the Six-Month Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.2 Executive agrees to forbear during the Six-Month Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership or joint venture of any kind with any Competing Enterprise; 7.3 Executive agrees to forbear during the Six-Month Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise; 7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve or directly or indirectly assist (including "behind the scenes") any solicitation, business development, marketing, or bid/proposal activities with respect to any present or foreseeable prospective customer or business partner of the Company or any Affiliate of the Company as of the date of Executive's termination of employment; and 7.6 Executive agrees to forbear, during the Six-Month Term and for an additional six (6) months thereafter, from engaging in, or directly or indirectly assisting any Competing Enterprise in, any activity to hire away any then-current employee, officer, or agent of the Company or any Affiliate of the Company. 7.7 Executive further agrees that: (i) the aforementioned restrictions are reasonable in both scope and duration, in view of the nature and geographic reach of the business of the Company and its Affiliates, the state of the technical and commercial development of the products and services of the Company and its Affiliates, the nature of the work that Executive performs for the Company or any Affiliate of the Company, Executive's knowledge of the business business, of the Company and its Affiliates, Affiliates and the Company's interests in preserving and protecting its goodwill, trade secrets, and confidential information; (ii) if any provision of this Section 7 shall be held or deemed to be invalid, inoperative, or unenforceable for any reason, the remaining provisions of this Section 7 shall be reformed and construed as if such invalid, inoperative, or unenforceable provision had never been contained herein, and such invalid, inoperative, or unenforceable provision shall be reformed so that it would be valid, operative, and enforceable to the maximum extent permitted; (iii) money damages would not be a sufficient remedy for any breach of this Section 7, and the Company shall be entitled to enforce the provisions of this Section 7 by specific performance and injunctive relief as remedies for such breach or any threatened breach and any such remedies shall not be deemed the exclusive remedies for a breach of this Section 7 but shall be in addition to all other remedies available at law or in equity against Executive and any other party involved in such breach; and (iv) the obligations of Executive under this Section 7 are in addition to all other obligations of Executive, by contract and under law, to protect and refrain from using or disclosing to others the trade secrets and confidential information of the Company and its Affiliates. Executive waives any requirement for the Company to post a bond or provide any other security in connection with its pursuit of any remedies hereunder.

Non Competition and Confidentiality. As additional consideration for the terms of Executive's employment of Executive by the Company, including the opportunity to earn Executive's base salary and the Incentive Compensation and the Transition Bonuses described on Exhibit B, and the grant to Executive of a substantial number of options to purchase Company common stock, and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six twelve (612) months after Executive's voluntary termination of employment from the Company or termination by the Company for Cause ("SixOne-Month Year Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, without first obtaining the written consent of Company. More specifically: 7.1 Executive agrees to forbear during the SixOne-Month Year Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.2 Executive agrees to forbear during the SixOne-Month Year Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership or joint venture of any kind with any Competing Enterprise; 7.3 Executive agrees to forbear during the SixOne-Month Year Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934; 7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the SixOne-Month Year Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise; 7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the SixOne-Month Year Term that would involve or directly or indirectly assist (including "behind the scenes") any solicitation, business development, marketing, or bid/proposal activities with respect to any present or foreseeable prospective customer or business partner of the Company or any Affiliate of the Company as of the date of Executive's termination of employment; and 7.6 Executive agrees to forbear, during the SixOne-Month Term and for an additional six (6) months thereafterYear Term, from engaging in, or directly or indirectly assisting any Competing Enterprise in, any activity to hire away any then-current employee, officer, or agent of the Company or any Affiliate of the Company. 7.7 Executive further agrees that: (i) the aforementioned restrictions are reasonable in both scope and duration, in view of the nature and geographic reach of the business of the Company and its Affiliates, the state of the technical and commercial development of the products and services of the Company and its Affiliates, the nature of the work that Executive performs for the Company or any Affiliate of the Company, Executive's knowledge of the business business, of the Company and its Affiliates, and the Company's interests in preserving and protecting its goodwill, trade secrets, and confidential information; (ii) if any provision of this Section 7 shall be held or deemed to be invalid, inoperative, or unenforceable for any reason, the remaining provisions of this Section 7 shall be reformed and construed as if such invalid, inoperative, or unenforceable provision had never been contained herein, and such invalid, inoperative, or unenforceable provision shall be reformed so that it would be valid, operative, and enforceable to the maximum extent permitted; (iii) money damages would not be a sufficient remedy for any breach of this Section 7, and the Company shall be entitled to enforce the provisions of this Section 7 by specific performance and injunctive relief as remedies for such breach or any threatened breach and any such remedies shall not be deemed the exclusive remedies for a breach of this Section 7 but shall be in addition to all other remedies available at law or in equity against Executive and any other party involved in such breach; and (iv) the obligations of Executive under this Section 7 are in addition to all other obligations of Executive, by contract and under law, to protect and refrain from using or disclosing to others the trade secrets and confidential information of the Company and its Affiliates. Executive waives any requirement for the Company to post a bond or provide any other security in connection with its pursuit of any remedies hereunder.this