Common use of Noncompetition and Nondisclosure Clause in Contracts

Noncompetition and Nondisclosure. The Shareholder agrees that from the Closing Date until the end of two (2) years after the termination of the Shareholder's employment by the Surviving Corporation or Contour for any reason whatsoever (the "Noncompete Period"), the Shareholder, unless acting in accordance with Contour's prior written consent and except as an employee of, or consultant to or director of, the Surviving Corporation or of Contour, will not (directly or indirectly): (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by the Shareholder to, any business or enterprise engaged in (or that proposes to engage in) the distribution, design, manufacture, import, sale, sourcing or marketing of medical or surgical supplies of any type or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Mississippi, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for the Shareholder's own benefit or for the benefit of anyone other than Contour or AmeriDyne, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.1 shall not be deemed to prohibit the ownership by the Shareholder of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934. For purposes hereof, "Confidential Information" means AmeriDyne's customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information concerning AmeriDyne which is material to AmeriDyne and not generally known by the public, whether or not in written or tangible form. The Shareholder acknowledges that (i) the provisions of this Section 5.1 are reasonable and necessary to protect the legitimate interest of Contour, (ii) any violation of this Section 5.1 will result in irreparable injury to Contour and AmeriDyne and that damages at law would not be reasonable or adequate compensation to Contour and for a violation of this Section 5.1, and (iii) Contour and AmeriDyne shall be entitled to have the provisions of this Section 5.1 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any violation of this Section 5.

Noncompetition and Nondisclosure. The Shareholder Employee agrees that that, from the Closing Date date hereof until the end of two (2) years after the termination of the ShareholderEmployee's employment by with the Surviving Corporation or Contour Company for any reason whatsoever (the "Noncompete Period"), the ShareholderEmployee, unless acting in accordance with Contourthe Company's prior written consent and except as an employee of, or consultant to or director of, the Surviving Corporation or of ContourCompany, will not (directly or indirectly): (i) own, manage, operate, joinjoint, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representativerepresentatives, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by the Shareholder Employee to, any business or enterprise Person (as hereafter defined) engaged in (or that proposes to engage in) the distribution, design, manufacture, import, sale, sourcing or marketing business of the distribution of medical or and surgical supplies of any type or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Mississippi, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for the ShareholderEmployee's own benefit or for the benefit of anyone other than Contour the Company or AmeriDyneContour, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.1 5.6 shall not be deemed to prohibit the ownership by the Shareholder Employee of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). For purposes hereof, "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any other syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. For purposes hereof, "Confidential Information" means AmeriDyne's customer and supplier lists, the marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information concerning AmeriDyne the Company or its subsidiaries which is material to AmeriDyne the Company or any such subsidiary and not generally known by the public, whether or not in written or tangible form. The Shareholder Employee acknowledges that (i) he has intimate knowledge of the business of the Company and its subsidiaries which, if exploited by him, in contravention of this Agreement, would seriously adversely and irreparably affect the value of the Company to Contour and the ability of Contour to continue to operate the Company and its subsidiaries after the Merger, (ii) the provisions of this Section 5.1 are reasonable and necessary to protect the legitimate interest of ContourContour and the business and goodwill of the Company and its subsidiaries acquired by it hereby, (iiiii) any violation of this Section 5.1 will result in irreparable injury to Contour and AmeriDyne the company and that damages at law would not be reasonable or adequate compensation to Contour the Buyer and for a violation of this Section 5.1, and (iiiiv) Contour and AmeriDyne the Company shall be entitled to have the provisions of this Section 5.1 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any violation such violation. In the event that the provisions of this Section 55.1 should ever be deemed to exceed the time, geographic or any other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum permitted by applicable law.