Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall prohibit Executive from acquiring or owning without disclosure to the Employer less than 1% of the outstanding securities of any class of any corporation that are listed on a national securities exchange or traded in the over-the-counter market. (b) During and after the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may obtain during the course of Executive's employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Employer which shall remain the Employer's exclusive property and the Executive shall not disclose the same, except solely in the course of business on behalf of and for the benefit of Employer pursuant to this Agreement. Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Employer's Business and customers and suppliers of Employer, and (2) all of Employer's personal and physical property. (c) During the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in Employer's Business. (d) During the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) solicit for Executive's benefit or the benefit of any person or organization other than Employer, the employment or other services of any Executive or consultant of Employer; or (ii) solicit for Executive's benefit or the benefit of any person or organization other than Employer, the employment of any Executive of any customer of Employer, to compete in an area of business activity similar to that conducted by Employer.

NON-COMPETITION AND NON-DISCLOSURE. (a) Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall prohibit Executive from acquiring or owning without disclosure to the Employer less than 1% of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market. (b) During and after the Term of Employment and for a period of two years eighteen (18) months thereafter, Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may obtain during the course of Executive's ’s employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Employer which shall remain the Employer's ’s exclusive property and the Executive shall not disclose the same, except solely in the course of business on behalf of and for the benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available without any act of Executive through a party not violating its obligations to Employer; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Employer's ’s Business and customers and suppliers of Employer, and (2) all of Employer's ’s personal and physical property. (c) During the Term of Employment and for a period of two years eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in Employer's ’s Business. (d) During the Term of Employment and for a period of two years eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly: (i) i. solicit for Executive's ’s benefit or the benefit of any person or organization other than Employer, the employment or other services of any Executive executive or consultant of Employer; or (ii) . solicit for Executive's ’s benefit or the benefit of any person or organization other than Employer, the employment of any Executive executive of any customer of Employer, to compete in an area of business activity similar to that conducted by Employer’s Business.