Common use of Non-Disclosure of Confidential Information and Non-Solicitation Clause in Contracts

Non-Disclosure of Confidential Information and Non-Solicitation. (a) The Consultant acknowledges that the Company maintains as secret and confidential certain information (i) relating to the products, processes, designs and/or systems used by the Company and (ii) relating to the customers and employees of the Company (such information hereafter referred to as "Confidential Information"). The Consultant further acknowledges that such Confidential Information is of great value to the Company. The parties hereto recognize that in the course of providing services to the Company, the Consultant, by reason of its engagement by the Company, may be exposed to certain Confidential Information. The parties confirm that it is reasonably necessary to protect the Company's goodwill, and accordingly, the Consultant agrees that in the event the Consultant is exposed to any Confidential Information the Consultant will not directly or indirectly (except where authorized by the Board of Directors of the Company for the benefit of the Company): (i) At any time during or after the term of this Agreement, divulge to any persons, firms or corporations, other than the Company (hereinafter referred to collectively as "third parties"), or use or allow or cause or authorize any third parties to use, any such Confidential Information other than with respect to the Company's unified messaging business (the "Unified Messaging Business"); (ii) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, solicit or cause or authorize directly or indirectly to be solicited, for or on behalf of the Consultant or third parties, any business from persons, firms, corporations or other entities who were at any time within six (6) months prior to the termination of this Agreement, customers of the Company other than with respect to the Unified Messaging Business; (iii) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, accept or cause or authorize directly or indirectly to be accepted, for or on behalf of the Consultant or third parties, any business from any such customers of this Company other than with respect to the Unified Messaging Business; (iv) At any time during the term of this Agreement and for a period of six (6) months the termination of this Agreement, solicit or cause or authorize directly or indirectly to be solicited for employment, for or on behalf of the Consultant or third parties, any persons (excluding any individuals residing in the same immediate primary residence as the shareholders of the Consultant, and/or the immediate family members of the Consultant's shareholders) who were at any time within six (6) months prior to the cessation of the Consultant's duties hereunder, employees of the Company other than employees related to the Unified Messaging Business; and (v) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, employ or cause or authorize directly or indirectly to be employed, for or on behalf of the Consultant or third parties, any such employees of the Company other than employees related to the Unified Messaging Business. (b) The Consultant agrees that, upon termination of this Agreement by the Company for any reason, the Consultant shall forthwith deliver up to the Company any and all records, drawings, notebooks, keys and other documents and material, and copies thereof in its possession or under its control which is the property of the Company other than in connection with the Unified Messaging Business. (c) The Consultant agrees that any breach or threatened breach by the Consultant of any provision of this Section 6 shall entitle the Company, in addition to any other legal remedies available to it, to enjoin such breach or threatened breach through any court of competent jurisdiction. The parties hereto understand and intend that each restriction agreed to by the Consultant herein above shall be construed as separable and divisible from every other restriction, and that the unenforceability, in whole or in part, of any restriction will not affect the enforceability of the remaining restrictions, and that one (1) or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. (d) For the purposes of this Section 6, the term "Company" shall mean and include any and all subsidiaries, parents and affiliated corporations of the Company in existence from time to time but shall exclude the Unified Messaging Business.

Non-Disclosure of Confidential Information and Non-Solicitation. (a) The Consultant acknowledges that the Company maintains as secret and confidential certain information (i) relating to the products, processes, designs and/or systems used by the Company and (ii) relating to the customers and employees of the Company (such information hereafter referred to as "Confidential Information"). The Consultant further acknowledges that such Confidential Information is of great value to the Company. The parties hereto recognize that in the course of providing services to the Company, the Consultant, by reason of its his engagement by the Company, may be exposed to certain Confidential Information. The parties confirm that it is reasonably necessary to protect the Company's goodwill, and accordingly, the Consultant agrees that in the event the Consultant is exposed to any Confidential Information the Consultant will not directly or indirectly (except where authorized by the Board of Directors of the Company for the benefit of the Company): (i) At any time during or after the term of this Agreement, divulge to any persons, firms or corporations, other than the Company (hereinafter referred to collectively as "third parties"), or use or allow or cause or authorize any third parties to use, any such Confidential Information other than with respect to the Company's unified messaging business (the "Unified Messaging Business"); (ii) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, solicit or cause or authorize directly or indirectly to be solicited, for or on behalf of the Consultant or third parties, any business from persons, firms, corporations or other entities who were at any time within six (6) months prior to the termination of this Agreement, customers of the Company other than with respect to the Unified Messaging Business; (iii) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, accept or cause or authorize directly or indirectly to be accepted, for or on behalf of the Consultant or third parties, any business from any such customers of this Company other than with respect to the Unified Messaging Business; (iv) At any time during the term of this Agreement and for a period of six (6) months the termination of this Agreement, solicit or cause or authorize directly or indirectly to be solicited for employment, for or on behalf of the Consultant or third parties, any persons (excluding any individuals residing in the same immediate primary residence as the shareholders of the Consultant, and/or the immediate family members of the Consultant's shareholdersimmediate family) who were at any time within six (6) months prior to the cessation of the Consultant's duties his employment hereunder, employees of the Company other than employees related to the Unified Messaging Business; and (v) At any time during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, employ or cause or authorize directly or indirectly to be employed, for or on behalf of the Consultant or third parties, any such employees of the Company other than employees related to the Unified Messaging Business. (b) The Consultant agrees that, upon termination of this Agreement by the Company for any reason, the Consultant shall forthwith deliver up to the Company any and all records, drawings, notebooks, keys and other documents and material, and copies thereof in its his possession or under its his control which is the property of the Company other than in connection with the Unified Messaging Business. (c) The Consultant agrees that any breach or threatened breach by the Consultant of any provision of this Section 6 shall entitle the Company, in addition to any other legal remedies available to it, to enjoin such breach or threatened breach through any court of competent jurisdiction. The parties hereto understand and intend that each restriction agreed to by the Consultant herein above shall be construed as separable and divisible from every other restriction, and that the unenforceability, in whole or in part, of any restriction will not affect the enforceability of the remaining restrictions, and that one (1) or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. (d) For the purposes of this Section 6, the term "Company" shall mean and include any and all subsidiaries, parents and affiliated corporations of the Company in existence from time to time but shall exclude the Unified Messaging Business.