Common use of Non Competition Non Interference Clause in Contracts

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until August 31, 2008 such Shareholder will not, whether for their own account or for the account of any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date; (b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or (c) solicit the business of any company, which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company’s employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or (e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity’s operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date. (f) Notwithstanding the foregoing, the Shareholder’s duties and obligations under this Section 7.1 shall terminate if the Shareholders exercise their right to reacquire the Company’s technology pursuant to the terms of the Technology Agreement.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until August 31June 30, 2008 2003, except as set forth in Article 6A below, such Shareholder will not, whether for their own account or for the account of or any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date; (b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or (c) solicit the business of any company, company which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company’s 's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or (e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity’s 's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date. (f) Notwithstanding the foregoing, the Shareholder’s duties and obligations under this Section 7.1 shall terminate if the Shareholders exercise their right to reacquire the Company’s technology pursuant to the terms of the Technology Agreement.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until August 31the earlier of (i) June 30, 2008 2007 and (ii) exercise of the option under the Technology Acquisition Agreement, such Shareholder will not, whether for their own account or for the account of any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date; (b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or (c) solicit the business of any company, which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company’s 's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or (e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity’s 's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date. (f) Notwithstanding the foregoing, the Shareholder’s 's duties and obligations under this Section 7.1 shall terminate if the Shareholders exercise their right to reacquire the Company’s 's technology pursuant to the terms of the Technology Agreement.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until August 31April 30, 2008 2002, except as set forth in Article 6A below, such Shareholder will not, whether for their own account or for the account of or any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of the Company in which the Company was engaged at the time up to the Closing Date; (b) solicit any potential customer or client to which the Company has made a presentation, or with which the Company has been in contact, not to hire the Company, or to hire another company whether or not such Company Party had personal contact with such person during or by reason of his or its association with the Company; or (c) solicit the business of any company, company which is a customer or client of the Company, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of the Company, or any individual who was its employee during the two years prior to the date of this Agreement, to leave the Company’s 's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than the Company; or (e) disclose or use any confidential information of the Company or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity’s 's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date. (f) Notwithstanding the foregoing, the Shareholder’s duties and obligations under this Section 7.1 shall terminate if the Shareholders exercise their right to reacquire the Company’s technology pursuant to the terms of the Technology Agreement.