Common use of Noncompetition and Non-solicitation Clause in Contracts

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would cause substantial and irreparable injury to the Company. b. In exchange for the consideration specified in Section 2 of this Agreement, the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separation, you shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement. c. The covenants contained in this Section 6 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure of the Company to enforce any of the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this Agreement, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You agree that the Company has attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of them, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and acquired by (a) During my employment with the Company by means of substantial expense I shall devote my full working time, skill, energy and effort, that the Confidential Information is a valuable asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would cause substantial and irreparable injury efforts to the Company. b. In exchange for . During my employment with the consideration specified in Section 2 of this Agreement, the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, Company and for a period of twelve 12 months after termination of my employment for any reason other than due to layoff or termination by the Company without Cause (12collectively, the “Non-Compete Period”), I shall not, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity (except as a holder of not more than one (1%) percent of the stock of a publicly held company) participate, directly or indirectly, in any capacity involving any of the services that I provided to the Company at any time during my employment or, with respect to the portion of the Non-Compete Period that follows the termination of my employment, during the last two years of my employment, in any business that is [or that competes with] a Competitive Business anywhere in the Restricted Area. Notwithstanding the foregoing, Section 6(a) shall not preclude me from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which I am employed, or to which I provide services, is not a Competitive Business, (ii) I do not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is a Competitive Business (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprises’ consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to my commencement of employment with the Division. (b) During my employment with the Company and for a period of 12 months following your separationafter termination of my employment for any reason (the “Non-Solicitation Period”), you I shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call onsolicit, induce, solicit attempt to hire or take awayengage, or hire or engage any employee of the Company (or any person who may have been employed by the Company during the two years preceding the restricted activity), or assist in such solicitation, inducement, attempt to call on, induce, solicit, hire or take away, in connection with engage or on behalf hiring or engagement by any other person or business entity or encourage any such employee or any independent contractor of any activity in competition with the Company’s then-current business, Company (or any person or entity who was a may have been engaged by the Company as an independent contractor during the two years preceding the restricted activity) to terminate or diminish his, her or its employment or engagement with the Company. (c) During the Non-Solicitation Period, I shall not, directly or indirectly (i) solicit or encourage any customer, vendor, supplier or other business partner of the Company to terminate or diminish its relationship with them; or (ii) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer customer, vendor, supplier or other business partner of the Company, for the purpose to conduct with anyone else any business or result that the activity which such customer, vendor, supplier or other business partner conducts or could conduct, or such prospective customer, or prospective customer purchase fromvendor, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, supplier or other entity that competes or plans to compete, directly or indirectlybusiness partner could conduct, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually these restrictions shall apply (y) only with respect to those persons and entities who are or as have been a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934customer, as amended (the “Exchange Act”)vendor, of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement. c. The covenants contained in this Section 6 shall be construed as independent of any supplier or other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions business partner of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to at any time within the enforcement two years preceding the activity restricted by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, 6(c) or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure whose business has been solicited on behalf of the Company to enforce by any of its officers, employees or agents within such two year period, other than by form letter, blanket mailing or published advertisement, and (z) only if I have performed work for such person or entity during my employment with the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this AgreementCompany or been introduced to, or the provisions otherwise had contact with, such person or entity as a result of any agreement my employment or other associations with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You agree that the Company has attempted or have had access to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad Confidential Information which would assist in my solicitation of such person or otherwise unenforceable at law, then they, or any one entity. (d) For purposes of them, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.Section 6(a):

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information confidential information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information confidential information is a valuable asset of the Company’s business, that the unauthorized disclosure or misuse of the Confidential Information confidential information to anyone any of the Company’s competitors would cause substantial and irreparable injury to the Company’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to confidential information, including confidential information concerning the Company’s major customers, and its technical, marketing, and business plans, disclosure or misuse of which would irreparably injure the Company. b. In exchange for the consideration specified in Section 2 1 of this Agreement, Agreement by the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separationRetirement Date or termination of employment, whichever occurs first, you shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s (as defined above) then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of or recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement. c. The covenants contained in this Section 6 4 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, shall have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure of the Company to enforce any of the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this Agreement, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You agree that the Company has The Parties have attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of themthe time, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would cause substantial and irreparable injury to the Company. b. In exchange for the consideration specified in Section 2 1 of this Agreement, the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separation, you shall not, directly or indirectly, as an owner, 7800 Walxxx Xxxxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement.. 7800 Xxxxxx Xxxxxxx / New Albany OH / 43054 c. The covenants contained in this Section 6 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure of the Company to enforce any of the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this Agreement, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You agree that the Company has attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. 7800 Xxxxxx Xxxxxxx / New Albany OH / 43054 We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of themthe time, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would cause substantial and irreparable injury to the Company. b. In exchange for the consideration specified in Section 2 of this Agreement, the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separation, you shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement. c. The covenants contained in this Section 6 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure of the Company to enforce any of the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this Agreement, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You agree that the Company has attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of themthe time, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.

Noncompetition and Non-solicitation. a. By entering into this Agreement, you acknowledge the Confidential Information confidential information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information confidential information is a valuable asset of the Company’s business, that the unauthorized disclosure or misuse of the Confidential Information confidential information to anyone any of the Company’s competitors would cause substantial and irreparable injury to the Company’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to confidential information, including confidential information concerning the Company’s major customers, and its technical, marketing, and business plans, disclosure or misuse of which would irreparably injure the Company. b. In exchange for the consideration specified in Section 2 1 of this Agreement, Agreement by the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separationSeparation Date, you shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s (as defined above) then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of or recruiting employees, executives or officers; or iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement. c. The covenants contained in this Section 6 8 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants. You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, shall have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date Separation Date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, or by law. The failure of the Company to enforce any of the provisions of 7800 Walxxx Xxxxxxx / New Albany OH / 43054 this Agreement, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company. You hereby agree that to notify the Company has of any employment which you accept at any time prior to the expiration of twelve (12) months after your Separation Date , such notification to be provided to me at the Company’s corporate headquarters, by certified mail, return receipt required, no later than the close of the following business day after such acceptance occurs. Such notification shall include the name of your new employer and your position with that organization. To the extent the Company determines a potential competitive conflict could exist, you hereby authorize the Company to provide copies of this Agreement or summaries or quotations therefrom to your new employer. The Parties have attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of themthe time, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible. d. The Parties agree that you may be employed by or otherwise work with a company whose primary business is providing commodities for trim, electrical or metal work and that such employment or work shall not be considered a violation of the Non-Competition covenant of this Agreement.