Common use of Non Competition Non Disclosure Clause in Contracts

Non Competition Non Disclosure. Consultant recognizes and expressly acknowledges that (i) he has developed a highly valuable expertise in the business of cardiovascular perfusion and ancillary services, including without limitation delivery of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) he is voluntarily entering into this Agreement, including without limitation this Section 4, with the intent that the covenants in this Section 4 shall be valid and enforceable; and (iii) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and will not create any hardship for him. In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant covenants and agrees as follows: (a) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term"), Consultant shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entity, directly or indirectly manage, operate, join, control or participate in the management, operation or control of, or work for (as an employee, consultant, independent contractor or otherwise) or permit the use of its name by, or be connected in any manner with any business or activity which is in competition with the Company Business in any town, county, parish or other municipality in any state of the United States in which the Company Business is presently conducted and in any town, county, parish or municipality adjacent thereto. (b) During the Noncompete Term, Consultant shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce (x) any employee of the Company or its Subsidiaries, affiliates, successors or assigns to terminate his or her employment relationship with the Company or its Subsidiaries, affiliates, successors or assigns for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns; or (y) any customer, client, vendor, supplier or consultant then under contract to the Company or its Subsidiaries, affiliates, successors or assigns, to terminate his, her or its relationship with the Company or its Subsidiaries, affiliates, successors or assigns, for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns. (c) Unless otherwise required by any applicable law or rules and regulations of any national securities exchange, not to disclose to any person any trade secrets or confidential information with respect to any of the Company's patents, trademarks, products, improvements, formulas, designs or styles, processes, customers, methods of distribution or methods of manufacture; PROVIDED, HOWEVER, that such trade secrets or confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Consultant). (d) Consultant recognizes and acknowledges that his expertise is of a special, unique and extraordinary character and that (i) in the event of his failure to comply with any of the restrictions contained in this Section 4, it may be impossible to measure in money the damage to the Company and (ii) in the event of any such failure, such persons may not have an adequate remedy at law. It is therefore agreed that the Company, in addition to any other rights or remedies which it may have, shall be entitled to immediate injunctive relief to enforce such restrictions, and specific enforcement of the provisions of this Section 4 in the event of any breach or threatened breach hereof. (e) Consultant further acknowledges and agrees that these covenants are reasonable and valid in geographic and temporal scope and in all other respects and that if any court determines that any of these covenants, or any part thereof, is invalid or unenforceable, the remainder of these covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions. If any court determines that any of these covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Non Competition Non Disclosure. Consultant recognizes 9.2.1. The Seller agrees that for a period of three (3) years from and expressly acknowledges that (i) he has developed a highly valuable expertise in after the business Closing Date, neither of cardiovascular perfusion and ancillary services, including without limitation delivery PCN nor Versyss nor any entity controlled by either of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) he is voluntarily entering into this Agreement, including without limitation this Section 4, with the intent that the covenants in this Section 4 shall be valid and enforceable; and (iii) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and will not create any hardship for him. In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant covenants and agrees as follows: (a) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term"), Consultant shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entitythem will, directly or indirectly manage(including, operatewithout limitation, joinby selling, control licensing or participate in providing any product to any third party), individually or on behalf of other persons, endeavor to solicit the management, operation or control of, or work for (as an employee, consultant, independent contractor or otherwise) or permit the use of its name by, or be connected in any manner with any business or activity which is in competition with the Company Business in sell, license or provide any town, county, parish products or other municipality in any state services constituting parts of the United States in which the Company Commercial Business is presently conducted and in any town, county, parish or municipality adjacent thereto. (b) During the Noncompete Term, Consultant shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce (x) any employee of the Company or its Subsidiaries, affiliates, successors or assigns to terminate his or her employment relationship with the Company or its Subsidiaries, affiliates, successors or assigns for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns; or (y) any customer, client, vendor, supplier or consultant then under contract to the Company or its Subsidiaries, affiliates, successors or assigns, to terminate his, her or its relationship with the Company or its Subsidiaries, affiliates, successors or assigns, for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns. (c) Unless otherwise required by any applicable law or rules and regulations of any national securities exchange, not to disclose to any person any trade secrets or confidential information with respect to any of then current end users (including, without limitation, End Users) of the Company's patentsCommercial Business; provided, trademarks, products, improvements, formulas, designs or styles, processes, customers, methods of distribution or methods of manufacture; PROVIDED, HOWEVERhowever, that such trade secrets or confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Consultant). (d) Consultant recognizes and acknowledges that his expertise is of a special, unique and extraordinary character and that (i) in the event of his failure to comply with any of the restrictions contained in this Section 49.2.1. shall not apply to: (i) general advertisements not specifically directed to End-Users; (ii) the provision by PCN, Versyss or their Affiliates of support and maintenance services to the extent contemplated by the Hardware Service Agreement (as defined in Section 10.2(e) hereto); or (iii) the provision by PCN, Versyss or their Affiliates of any of the services contemplated by the Transition Services Agreement (as defined in Section 10.2(e) hereto) to the extent contemplated therein. 9.2.2. The Seller agrees that all information pertaining to the Commercial Business and the Assets and to the prior, current or contemplated operation or use thereof (excluding (i) publicly available information (in substantially the form in which it may be is publicly available) unless such information is publicly available by reason of unauthorized disclosure and (ii) information of a general nature not pertaining exclusively to the Commercial Business or the Assets which is generally available) are valuable and confidential assets of the Commercial Business. Such information shall include, without limitation, information relating to the Intellectual Property, trade secrets, customer lists, vendor lists, bidding procedures, financing techniques and services and financial information concerning the Commercial Business and its customers. The Seller agrees that, from and after the Closing Date, neither Versyss, PCN or any Affiliate of Versyss or PCN or any current or officer, director, of any of them, will disclose or use, and Versyss and PCN shall use their reasonable business efforts to prevent any employee, agent, former officer or director from disclosing, any such information, other than to the Purchaser. 9.2.3. The parties hereto acknowledge that it is impossible to measure in money the damage damages that will accrue to the Company and (ii) Purchaser in the event that the Seller or its Affiliates breach any of the covenants in Sections 9.2.1 or 9.2.2 and, if the Purchaser shall institute any such failureaction or proceeding to enforce those covenants, such persons may the Seller hereby waives and agrees not have to assert the claim or defense that the Purchaser has an adequate remedy at lawlaw or for damages. It is therefore agreed that The foregoing shall not prejudice the Company, in addition Purchaser's right to seek money damages from the Seller with respect to any other rights or remedies which it may have, shall be entitled to immediate injunctive relief to enforce such restrictions, and specific enforcement of the provisions of this Section 4 in the event of any breach or threatened breach hereofbreach. (e) Consultant further acknowledges and agrees that these covenants are reasonable and valid in geographic and temporal scope and in all other respects and that if any court determines that any of these covenants, or any part thereof, is invalid or unenforceable, the remainder of these covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions. If any court determines that any of these covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Non Competition Non Disclosure. Consultant Xx. Xxxxxxx recognizes and expressly acknowledges that (i) he has developed a highly valuable expertise in the business of cardiovascular perfusion and ancillary services, including without limitation delivery of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) the Company would be irreparably damaged if Xx. Xxxxxxx were to (x) engage in any activity competing with the Company Business in violation of the terms of this Agreement, or (y) disclose in violation of this Agreement, or make unauthorized use of, any confidential information concerning the Company Business; (iii) he is voluntarily entering into this Agreement, including without limitation this Section 4, with the intent that the covenants in this Section 4 shall be valid and enforceable; and (iiiiv) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and will not create any hardship for him. . (a) In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant Xx. Xxxxxxx covenants and agrees as follows: (ai) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term")Period, Consultant Xx. Xxxxxxx shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a 4 national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entity, directly or indirectly manage, operate, join, control or participate in the management, operation or control of, or work for (as an employee, consultant, independent contractor or otherwise) or permit the use of its his name by, or be connected in any manner with any business or activity which is in competition with the Company Business in any town, county, parish or other municipality in any state of the United States in which the Company Business is presently conducted and in any town, county, parish or municipality adjacent thereto.; (bii) During the Noncompete TermConsulting Period, Consultant Xx. Xxxxxxx shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce (x) any employee of the Company or its Subsidiaries, affiliates, successors or assigns to terminate his or her employment relationship with the Company or its Subsidiaries, affiliates, successors or assigns for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns; or (y) any customer, client, vendor, supplier or consultant then under contract to the Company or its Subsidiaries, affiliates, successors or assigns, to terminate his, her or its relationship with the Company or its Subsidiaries, affiliates, successors or assigns, for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns.; and (ciii) Unless otherwise required by any applicable law or rules and regulations of any national securities exchange, Xx. Xxxxxxx shall not to disclose to any person any trade secrets or confidential information with respect to any of the Company's patents, trademarks, products, improvements, formulas, designs or styles, processes, customers, methods of distribution or methods of manufacture; PROVIDED, HOWEVER, that such trade secrets or confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by ConsultantXx. Xxxxxxx). (dc) Consultant Xx. Xxxxxxx recognizes and acknowledges that his expertise is of a special, unique and extraordinary character and that (i) in the event of his failure to comply with any of the restrictions contained in this Section 4, it may be impossible to measure in money the damage to the Company and (ii) in the event of any such failure, such persons the Company may not have an adequate remedy at law. It is therefore agreed that the Company, in addition to any other rights or remedies which it may have, shall be entitled to immediate injunctive relief to enforce such restrictions, and specific enforcement of the provisions of this Section 4 in the event of any breach or threatened breach hereof. (ed) Consultant Xx. Xxxxxxx further acknowledges and agrees that these covenants are reasonable and valid in geographic and temporal scope and in all other respects and that if any court determines that any of these covenants, or any part thereof, is invalid or unenforceable, the remainder of these covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions. If any court determines that any of these covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) In the event that Xxxxxxx Holdings, Inc. ("Xxxxxxx Holdings") acquires Psicor Office Laboratories, Inc. ("POL") then, notwithstanding anything to the contrary in Section 4(a)(i) hereof, Xx. Xxxxxxx shall not be prohibited from directly or indirectly owning, or participating in the conduct of the physician office laboratory services business of, POL whether such business is conducted by Xx. Xxxxxxx through POL or otherwise.

Non Competition Non Disclosure. Consultant recognizes and expressly acknowledges that (a) Upon (i) he has developed a highly valuable expertise in the business voluntary termination by Executive of cardiovascular perfusion and ancillary serviceshis employment hereunder for any reason other than Good Reason, including without limitation delivery of perfusion services and sales of supplies in connection therewith, which expertise is of a special, unique and extraordinary character (as such perfusion and related business is presently conducted by the Company and its Subsidiaries, the "Company Business"); (ii) he is voluntarily entering into termination of Executive's employment by the Employer for Cause, or (iii) expiration of this Agreement, including without limitation this Section 4, Executive agrees not to compete with the intent Employer or any of its affiliates for a period of one (1) year following such termination within a 60 mile radius from the Bank's main office located at 900 Broad Street, Newark, New Jersey or within a five (5) mile radiux xxxx xxx xxxxxxxx xx xxx xxxxxx xf the Bank existing as of the date of such termination. Executive agrees that the covenants in this Section 4 shall be valid during such period and enforceable; and (iii) the terms and conditions of this Agreement and this Section 4 are fair and reasonable to him in all respects and within said radius, Executive will not create any hardship for him. In light of the foregoing, and for and in consideration of benefits derived directly and indirectly from this Agreement, Consultant covenants and agrees as follows: (a) During the term of Consultant's employment with the Company and during the Consulting Period (the "Noncompete Term"), Consultant shall not, alone or as a member, employee or agent of any partnership or as an officer, agent, employee, consultant, director, shareholder (except for passive investments of not more than (x) two percent (2%) of the outstanding shares of, or any other equity interest in, any company or entity (other than one listed or traded on a national securities exchange or on an over-the-counter securities market) and (y) five percent (5%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded in a national securities exchange or over-the-counter securities market) of any corporation or entity, directly or indirectly manage, operate, join, control or participate in the management, operation or control of, or work for (as an employeeor advise, consultant, independent contractor consult or otherwise) or permit the use of its name by, or be connected in any manner with any business or activity which is in competition with the Company Business in any town, county, parish or other municipality in any state of the United States in which the Company Business is presently conducted and in any town, county, parish or municipality adjacent thereto. (b) During the Noncompete Term, Consultant shall nototherwise serve with, directly or indirectly, solicitany entity whose business materially competes with the depository, induce, lending or attempt to solicit or induce (x) any employee other business activities of the Company Employer or its Subsidiariesany affiliate. The parties hereto, affiliates, successors or assigns to terminate his or her employment relationship with the Company or its Subsidiaries, affiliates, successors or assigns for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns; or (y) any customer, client, vendor, supplier or consultant then under contract recognizing that irreparable injury will result to the Company or Employer, its Subsidiaries, affiliates, successors or assigns, to terminate his, her or its relationship with the Company or its Subsidiaries, affiliates, successors or assigns, for the purpose of associating with any competitor of the Company or its Subsidiaries, affiliates, successors or assigns. (c) Unless otherwise required by any applicable law or rules business and regulations of any national securities exchange, not to disclose to any person any trade secrets or confidential information with respect to any of the Company's patents, trademarks, products, improvements, formulas, designs or styles, processes, customers, methods of distribution or methods of manufacture; PROVIDED, HOWEVER, that such trade secrets or confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Consultant). (d) Consultant recognizes and acknowledges that his expertise is of a special, unique and extraordinary character and that (i) property in the event of his failure to comply with any Executive's breach of the restrictions contained in this Section 4Section, it may be impossible to measure in money the damage to the Company and (ii) agree that in the event of any such failurebreach by Executive, such persons may not have an adequate remedy at law. It is therefore agreed that the CompanyEmployer will be entitled, in addition to any other rights remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or remedies with the Executive. (b) Executive agrees not to disclose, during or after the term of his employment, any knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of, banking, financial and/or economic principles, concepts or ideas which it may have, shall be entitled to immediate injunctive relief to enforce such restrictions, are not solely and specific enforcement exclusively derived from the business plans and activities of the Employer. In the event of a breach or threatened breach by the Executive of the provisions of this Section 4 Section, the Employer shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, the event knowledge of the past, present, planned or considered business activities of the Employer or affiliates thereof, or from rendering any services to any person, firm, corporation, association or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Employer from pursuing any other remedies available to the Employer for such breach or threatened breach hereofbreach, including the recovery of damages from Executive. (e) Consultant further acknowledges and agrees that these covenants are reasonable and valid in geographic and temporal scope and in all other respects and that if any court determines that any of these covenants, or any part thereof, is invalid or unenforceable, the remainder of these covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions. If any court determines that any of these covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.