Common use of Non-Competition Period Clause in Contracts

Non-Competition Period. (a) Employee acknowledges that during his employment with the Company, the Company shall furnish Employee with, and provide Employee access to, Confidential Information (as defined below). Employee understands and acknowledges that the Company's willingness to provide Employee with such Confidential Information is based in material part on Employee's entering into this Agreement and that Employee's breach of the provisions of this Agreement could materially damage the Company. Subject to the further provisions of this Agreement, Employee agrees that, during the Restricted Period, Employee will not: (i) engage in activities or render services that are in direct competition with the business activities of the Company or its subsidiaries, as the same are conducted at the time of his Qualified Termination. Such restriction shall apply to all geographic areas where the Company and its subsidiaries, at such time, are conducting such business or have plans, which Employee is aware of, to conduct such business in the next year; (ii) call upon any person who is, at that time, an employee of the Company or a subsidiary for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or a subsidiary; or (iii) call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of the Company or a subsidiary for the purpose of selling products or services in direct competition with the Company or a subsidiary. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (1) acquiring as an investment not more than 5% of the equity interests of a company engaged in competition with the Company or a subsidiary or (2) performing services for any competitor of the Company or a subsidiary, provided that the services performed by Employee do not directly compete with the business of, or are not directly related to, a product or service of the competitor that directly competes with a product or service of the Company or a subsidiary. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that foregoing covenant may be enforced by the Company, in the event of breach by him, by injunctions, restraining orders and orders of specific performance issued by a court of competent jurisdiction. (c) It is agreed by the parties that the foregoing covenants impose a reasonable restraint on Employee in light of the activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company.