Common use of Noncompetition, Trade Secrets, Etc Clause in Contracts

Noncompetition, Trade Secrets, Etc. a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer, salesman or supplier of Company to cease to do business with or to terminate his employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States, which is involved in business activities which are the same as the business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange. c) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosure, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any material referred to in this paragraph 11 or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the Company can prepare and present applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, and extensions thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e) Employee acknowledges that the restrictions contained in the foregoing subparagraphs a), b), and c), in view of the nature of the business in which Company is engaged are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f) If the period of time or the area specified in subparagraphs a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted to be reasonable. If Employee violates any of the restrictions extended for that period beginning at the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee Executive shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier executive of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employeeexecutive, consultant or otherwise) or be financially interested in any business operating within the United Statesgeographical area described in Exhibit "A", attached hereto, which is involved in business activities which are the same as the as, similar to, or in competition with business activities carried on by Company, or being definitely definitively planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of EmployeeExecutive's employment. However, nothing contained in this paragraph 11 Paragraph 10 shall prevent Employee Executive from holding for investment no more than five three percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or the Nasdaq System. c(b) During the term of this Agreement and at all times thereafter, Employee Executive shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 9 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company. The limitations of this paragraph shall not apply to any information that has become previously disclosed to the public by the Company or has become public knowledge other than by a breach of this Agreement. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable to vest the absolute title thereto in Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee Executive acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number amount of months time or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee Executive violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Executive from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee Executive to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one (1) year after the termination of his employment with the Company for any reason whatsoever, Employee Executive shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier executive of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employeeexecutive, consultant or otherwise) or be financially interested in any business operating within the United Statesgeographical area described in Exhibit "A", attached hereto, which is involved in business activities which are the same as the as, similar to, or in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of EmployeeExecutive's employment. However, nothing contained in this paragraph 11 Paragraph 13 shall prevent Employee Executive from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ National Market. c(b) During the term of this Agreement and at all times thereafter, Employee Executive shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable to vest the absolute title thereto in Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee Executive acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee Executive violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Executive from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee Executive to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United StatesStates of Pennsylvania, Delaware, Maryland, New Jersey, New York, Connecticut or Massachusetts, which is involved in business activities which are the same as the in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph Paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During Employee's employment with the term of this Agreement Company and for a period of one (1) year after the termination of his employment Employee's employment, for whatever reason, whether initiated by Employee or the Company, whether with the Company for any reason whatsoeveror without cause, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly (i) induce or attempt to influence induce, any clientemployee, customer, salesman present or future customer or supplier of the Company to cease to do business with or any Affiliate to terminate his employment or its relationship with Company and shall not utilize for any such purpose any names and addresses of customers or clients of the Company or any data Affiliate; (ii) solicit or attempt to solicit, sell, lease, or offer to sell or lease, except on behalf of the Company or relating any Affiliate, to past, any present or prospective future customer of the Company or any Affiliate, any goods or services competitive to the goods and services now or hereafter offered for sale or lease by the Company or any Affiliate; or (at the time of termination of Employee's employmentiii) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwisestockholder who owns greater than five percent (5%) of the outstanding shares of stock, or in any other capacity) or be financially interested in any business operating operation within the United States, States of America which is involved in business activities which are the same as the can reasonably be deemed to be in competition with business activities carried on by the Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange. c(b) During the term of this Agreement Employee's employment and at all times thereafter, Employee shall not use for his Employee's personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company company, other than the Company, any material referred other information which Employee acquires in the course of his employment which is not otherwise lawfully known by and readily available to in this paragraph 11 or the general public. This confidential information includes, but is not limited to: any confidential information regarding the Company's business methods, business policies, procedures, or techniques, ; research or development projects or results, ; trade secrets, secrets or other knowledge or processes of or developed by Company or the Company; any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or clients; any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Employee or learned or acquired by Employee while in the employ of the Company. d) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the Company can prepare and present applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, and extensions thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(c) Employee acknowledges that the restrictions and covenants contained in the foregoing subparagraphs a), b), and c)this Section 14, in view of the nature of the business in which the Company is engaged and the Employee's position within the Company, are reasonable and necessary in order to protect the legitimate interests of the Company, that their enforcement will not impose a hardship on Employee or significantly impair his ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to the Company. Therefore, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from institute and prosecute proceedings in any court of competent jurisdiction jurisdiction, either in law or in equity, to obtain preliminary and permanent injunctive relief relief, as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violationviolation and/or to enforce a specific performance thereof by Employee, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. f(d) If the period of time or the area specified restrictions in subparagraphs a) or b) above this Subsections 14 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months amount or the area shall be reduced by the elimination of such portion thereof or both such reductions shall be made so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in this Subsection 14, the period beginning at the time of such violation (from the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of the Company) shall not count toward or be included in the two year restrictive period contained in the Subsections above. (e) The provisions of this Section 14 shall survive the expiration of this Agreement at the end of its term, on a day to day basisat any time prior thereto, or at the end of any renewal term.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one (1) year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within east of the Mississippi River in the United StatesStates of America, the primary business of which is involved in business activities which are the same as the business activities carried on by Companycase-ready meat processing, packaging, or distribution, or any other business being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination end of Employee's employment. However, nothing contained in this paragraph 11 Paragraph 12 shall prevent Employee from (i) working for a food wholesaler or food retailer or (ii) holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph Paragraph 11 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. a) 7.1. During the term of this Agreement and for a period of one two (2) year after the termination of his employment with the Company CORPORATION for any reason whatsoever, Employee EMPLOYEE shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or CORPORATION to terminate his employment with Company CORPORATION and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant consultant, or otherwise) or be financially interested in any business operating within the United States, which is involved in business activities which are the same as the business activities carried on by Company, the CORPORATION or being definitely planned by Companythe CORPORATION, including exploitation of the technology developed by Company or being developed by Company at the he time of the termination of Employee's EMPLOYEE’s employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange. c) 7.2. During the term of this Agreement and at all times thereafter, Employee EMPLOYEE shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Companythe CORPORATION, any material referred to in this paragraph 11 or any confidential information regarding the business methods, business policies, billing and collection policies and procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of under or developed by Company the CORPORATION or any names and addresses of customers or clients customers, or any data on or relating to past, present present, or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Companythe CORPORATION, made known to Employee EMPLOYEE or learned wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title or acquired by Employee EMPLOYEE while in the employ of Companythe CORPORATION. d) 7.3. Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee EMPLOYEE may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, CORPORATION which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCORPORATION, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Companythe CORPORATION. Employee EMPLOYEE shall make full disclosure to Company the CORPORATION of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Companythe CORPORATION. Employee EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company the CORPORATION so that the Company CORPORATION can prepare and present applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, to such copyright or patents so that the CORPORATION shall be the sole and extensions absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee EMPLOYEE shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e) Employee 7.4. EMPLOYEE acknowledges that the restrictions contained in the foregoing subparagraphs a), b), and c)subparagraphs, in view of the nature of the business in which Company the CORPORATION is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Companythe CORPORATION, and that any violation thereof would result in irreparable injuries to Company, and Employee the CORPORATION. The EMPLOYEE therefore acknowledges that, in the event of his violation of any of these restrictions, Company the CORPORATION shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company the CORPORATION may be entitled. f) 7.5. If the period of time or the area specified in subparagraphs a) or b) above should shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted if adjudged to be reasonable. If Employee EMPLOYEE violates any of the restrictions extended for that contained in the foregoing subparagraph, the restrictive period beginning at shall not run in favor of EMPLOYEE from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee EMPLOYEE to the satisfaction of Company, on a day to day basisthe CORPORATION.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United StatesStates of Pennsylvania, Delaware, Maryland, New Jersey, New York, Connecticut or Massachusetts, which is involved in business activities which are the same as the _________, or in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph Paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year two (2) years after the any termination of his employment with the Company for any reason whatsoever, Employee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any client, customer, salesman or supplier of Company to cease to do business with or to terminate his employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not (i) directly or indirectly induce or attempt to influence any Employee of Company, to terminate his or her employment with Company, (ii) directly or indirectly induce or attempt to influence any customer or supplier of Company to discontinue doing business with Company, nor (iii) engage in (as a principal, partner, director, officer, agent, employeeEmployee, consultant or otherwiseshareholder) or be financially interested in any business operating within which markets, anywhere in Palm Beach, Broward or Dade County, Florida, any services which compete with the United States, which is involved in business activities which are the same as the business activities carried on by Company, or being definitely planned by Company, including exploitation services of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeCompany. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of of, any person, firm, association or company other than Company, any material referred to in this paragraph 11 Paragraph 7 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by Company the Company, or any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications specification and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in the foregoing subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. a) a. During the term Term of this Agreement and for a period of one (1) year after the termination of his employment with the Company for any reason whatsoever, whether by Employee or the Company, Employee shall not, directly or indirectly, (i) solicit, induce, encourage hire or attempt to influence engage any client, customer, salesman employee or supplier independent contractor of the Company to cease to do business render services for any person or entity other than the Company, (ii) solicit, hire or engage any person or entity who was employed with or provided services to terminate his employment with the Company and shall not utilize for at any such purpose any names and addresses time within six months of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employmentemployment to render services for any person or entity, and/or (iii) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) ), or be financially interested in in, or lend money to, any business operating within the United States, which is involved in business activities which are internet calendaring anywhere in the same as world; provided, however, that the business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 foregoing restriction shall not prevent Employee from holding for investment no not more than five percent (5%) 3% of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or traded on the over-the-counter market. c) b. During the term Term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, pricing or other procedures, techniques, research or development projects or results, or any software, technology, trade secrets, secrets or other intellectual property, knowledge or processes of or developed by or for the Company or any names and addresses of customers subscribers, customers, clients or clients joint venture partners or any data on or relating to past, present or prospective customers subscribers, customers, clients or clients joint venture partners or any other confidential information relating to or dealing with the assets, business operations or activities of the Company, made known to Employee or learned or acquired by Employee before and/or while in the employ of the Company. d) c. Any and all ideas, writings, inventions, improvements, processes, inventions, procedures and/or techniques and other creative works and works of authorship, whether or not patentable or copyrightable, which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term Term of this Agreement, whether during working hours or at any other time before or after working hours and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operationsoperations (collectively, the "Intellectual Property"), shall be deemed "Work For Hire" and shall be the sole and exclusive property of the Company. Employee shall make full disclosure to the Company of any and all such writingsIntellectual Property. Employee hereby assigns and transfers to the Company all his right, inventionstitle and interest in and to the Intellectual Property, improvements, processes, procedures in consideration of his rights hereunder and techniqueswithout any additional consideration, and shall agrees to do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the Company can prepare (including, without limitation, signing and present delivering all documents requested by the Company, such as assignments, certificates and other evidences of transfer and patent and copyright applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, and extensions thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesthe like). e) d. Employee acknowledges that and agrees that, because the Company is an internet-based operation, the business activities of which are conducted throughout the world, the type, nature and scope of the restrictions contained in the foregoing subparagraphs a11(a), b), 11(b) and c), in view of the nature of the business in which Company is engaged 11(c) (including restrictions without any geographic limitation) are reasonable and necessary under the circumstances in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injuries to the Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. f) e. If the period of time or the area specified in subparagraphs a) or b) above unlimited geographical scope of the noncompetition restrictions should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both both, so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in the foregoing subparagraph 11(a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of the Company, on a day to day basis. f. Paragraphs 10 and 11 shall survive the termination of Employee's employment as well as the expiration of this Agreement at the end of the Term or at any time prior thereto.

Noncompetition, Trade Secrets, Etc. a) a. During the term Term of this Agreement and for a period of one (1) year after any of the end of the Term if this Agreement is not renewed despite the Company's willingness to renew on substantially the same terms then in effect or the termination of his Employee's employment with if such termination is by the Company for any reason whatsoeverCause or by Employee and is not deemed a Termination With Good Reason, Employee shall not, directly or indirectly, (i) solicit, induce, encourage hire or attempt to influence engage any client, customer, salesman employee or supplier independent contractor of the Company to cease to do business render services for any person or entity other than the Company, (ii) solicit, hire or engage any person or entity who was employed with or provided services to terminate his employment with the Company and shall not utilize for at any such purpose any names and addresses time within six months of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employmentemployment to render services for any person or entity, and/or (iii) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) ), or be financially interested in in, or lend money to, any business operating within the United States, which is involved in business activities which are internet calendaring or scheduling (other than as an ancillary and non-core component of its business) anywhere in the same as world or otherwise directly competes with the business activities carried on by Company; PROVIDED, or being definitely planned by CompanyHOWEVER, including exploitation of that the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 foregoing restriction shall not prevent Employee from holding for investment no more any securities held by Employee as of the date hereof or constituting less than five percent (5%) % of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or traded on the over the counter market. c) b. During the term Term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, pricing or other procedures, techniques, research or development projects or results, or any software, technology, trade secrets, secrets or other intellectual property, knowledge or processes of or developed by or for the Company or any names and addresses of customers subscribers, customers, clients or clients joint venture partners or any data on or relating to past, present or prospective customers subscribers, customers, clients or clients joint venture partners or any other confidential information relating to or dealing with the assets, business operations or activities of the Company, made known to Employee or learned or acquired by Employee before and/or while in the employ of the Company. d) c. Any and all ideas, writings, inventions, improvements, processes, inventions, procedures and/or techniques and other creative works and works of authorship, whether or not patentable or copyrightable, which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term Term of this Agreement, whether during working hours or at any other time before or after working hours and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operationsoperations (collectively, the "Intellectual Property"), shall be deemed "Work For Hire" and shall be the sole and exclusive property of the Company. Employee shall make full disclosure to the Company of any and all such writingsIntellectual Property. Employee hereby assigns and transfers to the Company all his right, inventionstitle and interest in and to the Intellectual Property, improvements, processes, procedures in consideration of his rights hereunder and techniqueswithout any additional consideration, and shall agrees to do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the Company can prepare (including, without limitation, signing and present delivering all documents requested by the Company, such as assignments, certificates and other evidences of transfer and patent and copyright applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, and extensions thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesthe like). e) d. Employee acknowledges that and agrees that, because the Company is an internet-based operation, the business activities of which are conducted throughout the world, the type, nature and scope of the restrictions contained in the foregoing subparagraphs a11(a), b), 11(b) and c), in view of the nature of the business in which Company is engaged 11(c) (including restrictions without any geographic limitation) are reasonable and necessary under the circumstances in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injuries to the Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. f) e. If the period of time or the area specified in subparagraphs a) or b) above unlimited geographical scope of the noncompetition restrictions should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both both, so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in the foregoing subparagraph 11(a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of the Company, on a day to day basis. f. Paragraphs 10 and 11 shall survive the termination of Employee's employment as well as the expiration of this Agreement at the end of the Term or at any time prior thereto.

Noncompetition, Trade Secrets, Etc. a) 7.1. During the term of this Agreement and for a period of one two (2) year after the termination of his employment with the Company CORPORATION for any reason whatsoever, Employee EMPLOYEE shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or CORPORATION to terminate his employment with Company CORPORATION and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant consultant, or otherwise) or be financially interested in any business operating within the United States, which is involved in business activities which are the same as the business activities carried on by Company, the CORPORATION or being definitely planned by Companythe CORPORATION, including exploitation of the technology developed by Company or being developed by Company at the he time of the termination of EmployeeEMPLOYEE's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange. c) 7.2. During the term of this Agreement and at all times thereafter, Employee EMPLOYEE shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Companythe CORPORATION, any material referred to in this paragraph 11 or any confidential information regarding the business methods, business policies, billing and collection policies and procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of under or developed by Company the CORPORATION or any names and addresses of customers or clients customers, or any data on or relating to past, present present, or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Companythe CORPORATION, made known to Employee EMPLOYEE or learned wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title or acquired by Employee EMPLOYEE while in the employ of Companythe CORPORATION. d) 7.3. Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee EMPLOYEE may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, CORPORATION which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCORPORATION, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Companythe CORPORATION. Employee EMPLOYEE shall make full disclosure to Company the CORPORATION of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Companythe CORPORATION. Employee EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company the CORPORATION so that the Company CORPORATION can prepare and present applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, to such copyright or patents so that the CORPORATION shall be the sole and extensions absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee EMPLOYEE shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e) Employee 7.4. EMPLOYEE acknowledges that the restrictions contained in the foregoing subparagraphs a), b), and c)subparagraphs, in view of the nature of the business in which Company the CORPORATION is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Companythe CORPORATION, and that any violation thereof would result in irreparable injuries to Company, and Employee the CORPORATION. The EMPLOYEE therefore acknowledges that, in the event of his violation of any of these restrictions, Company the CORPORATION shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company the CORPORATION may be entitled. f) 7.5. If the period of time or the area specified in subparagraphs a) or b) above should shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted if adjudged to be reasonable. If Employee EMPLOYEE violates any of the restrictions extended for that contained in the foregoing subparagraph, the restrictive period beginning at shall not run in favor of EMPLOYEE from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee EMPLOYEE to the satisfaction of Company, on a day to day basisthe CORPORATION.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year two (2) years after the termination of his employment with the Company for any reason whatsoever, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to terminate his their employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating operation within the continental United States, which is involved in business activities activities, which are the same as the as, similar to or in competition with specific business activities carried on by CompanyCompany involving EPL's core technologies of processing aids and perforated flexible packaging, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 Paragraph 13 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or from engaging in the activities described in Exhibit A attached hereto. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 12 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or its affiliates or any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of CompanyCompany or its affiliates, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all writingswriting, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or its affiliates or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCompany or its affiliates, including developments or expansions of its present fields field of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare prepare, at the Company's expense, and present applications for copyright or Letters of Patent therefore and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.in e(d) Employee acknowledges (i) that the trade secrets and confidential information of Company and its affiliates relate to the conduct of Company's business, are of independent economic value to Company because they are not generally known and are the subject of efforts by Company to maintain their secrecy, (ii) that the right to maintain the secrecy of the trade secrets and confidential information of Company and its affiliates constitutes a proprietary right that Company and its affiliates are entitled to protect, (iii) that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of Company, Company and (iv) that any violation thereof of such restrictions would result in irreparable injuries to Company, and . Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled have the right to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in the foregoing subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one (1) year after the termination of his employment with the Company for any reason whatsoever, Employee Executive shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier executive of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employeeexecutive, consultant or otherwise) or be financially interested in any business operating within the United Statesgeographical area described in Exhibit "A", attached hereto, which is involved in business activities which are the same as the as, similar to, or in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of EmployeeExecutive's employment. However, nothing contained in this paragraph 11 Paragraph 13 shall prevent Employee Executive from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee Executive shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable to vest the absolute title thereto in Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee Executive acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee Executive violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Executive from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee Executive to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year after the termination of his employment with the Company for any reason whatsoever, Employee shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to terminate his employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United Statesstates of Pennsylvania, Delaware, Maryland, Virginia, Florida, New Jersey, New York, Connecticut, or Massachusetts, which is involved in business activities which are the same as the in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph Paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee or learned or acquired by Employee while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Employee from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. a) 8.1 During the term of this Agreement and for a period of one year three (3) years after the termination of his employment with the Company CORPORATION for any reason whatsoever, Employee EMPLOYEE shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier employee of Company to cease to do business with or to CORPORATIONto terminate his employment with Company CORPORATION, and shall not utilize for within a radius of fifty (50) Miles from any such purpose any names and addresses of customers or clients of Company or any data on or relating to pastthe CORPORATION's offices, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee EMPLOYEE shall not engage in (as a principal, partner, director, officer, agent, employee, consultant consultant, or otherwise) or be financially interested in any business operating within the United States, which is involved in business activities which are the same as the business activities carried on by Companythe CORPORATION or any other business activity for which the CORPORATION has entered into a letter of intent to acquire a company which operates in such business, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of Employee's employment. However, nothing contained in this paragraph 11 shall prevent Employee from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeEMPLOYEE'semployment. c) 8.2 During the term of this Agreement and at all times thereafterfor a period of three (3) years after the termination of his employment with the CORPORATION for any reason whatsoever, Employee unless such information becomes part of the public domain, defined as common knowledge of its use in the industry, EMPLOYEE shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Companythe CORPORATION, any material referred to in this paragraph 11 or any confidential information regarding the business methods, business policies, billing and collection policies and procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of under or developed by Company the CORPORATION or any names and addresses of customers or clients customers, or any data on or relating to past, present present, or prospective customers or clients or any other confidential information relating to or dealing with the business operations or activities of Companythe CORPORATION, made known to Employee or EMPLOYEEor learned or acquired by Employee EMPLOYEE while in the employ of Companythe CORPORATION. d) 8.3 Any and all writings, inventions, improvements, processes, procedures and/or techniques which Employee may EMPLOYEEmay make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, CORPORATION which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyCORPORATION, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Companythe CORPORATION. Employee shall EMPLOYEEshall not be prohibited from making, conceiving, discovering, or developing any writings, inventions, improvements, processes, procedures and/or techniques that are not related to the CORPORATION's ordinary business activities, provided that such EMPLOYEEinvolvement has no adverse affect on the CORPORATION or on the time devoted by the EMPLOYEEto the CORPORATION. EMPLOYEEshall make full disclosure to Company of the CORPORATIONof all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Companythe CORPORATION. Employee EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company the CORPORATION so that the Company CORPORATION can prepare and present applications for copyright or Letters of Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the CORPORATION shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall EMPLOYEEshall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e) Employee 8.4 EMPLOYEE acknowledges that the restrictions contained in the foregoing subparagraphs a), b), and c)subparagraphs, in view of the nature of the business in which Company the CORPORATION is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Companythe CORPORATION, and that any violation thereof would result in irreparable injuries to Company, and Employee the CORPORATION. The EMPLOYEE therefore acknowledges that, in the event of his violation of any of these restrictions, Company the CORPORATION shall be entitled to obtain apply from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company the CORPORATION may be entitled. In the event of such dispute, EMPLOYEEshall be entitled to oppose such application for relief. In the event that EMPLOYEEbelieves that the CORPORATION is in violation of this Agreement, the EMPLOYEEshall also be entitled to apply to any court of competent jurisdiction for appropriate relief, including preliminary and permanent injunctive relief. f) 8.5 If the period of time or the area specified in subparagraphs a) or b) above should shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted if adjudged to be reasonable. If Employee violates any . 8.6 In the event that the CORPORATION ceases doing business or files for Chapter 7 bankruptcy relief, EMPLOYEEshall be relieved of his duties of non-disclosure and non-compete with the restrictions extended for that period beginning at the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee to the satisfaction of Company, on a day to day basisCORPORATION.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one year after the termination of his employment engagement with the Company for any reason whatsoever, Employee Consultant shall not, directly or indirectly, solicit, induce, encourage induce or attempt to influence any client, customer, salesman employee or supplier consultant of Company to cease to do business with or to terminate his employment or consultancy with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United Statesstates of Maryland, Virginia, Delaware, Pennsylvania, New Jersey, New York, Connecticut or Massachusetts, which is involved in business activities which are the same as the as, similar to, or in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of EmployeeConsultant's employmentengagement hereunder. However, nothing contained in this paragraph 11 Paragraph 9 shall prevent Employee Consultant from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee Consultant shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 8 or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Consultant or learned or acquired by Employee Consultant while in consulting for the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee Consultant may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Consultant shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable at Company's cost and expense to vest the absolute title thereto in Company. Employee Consultant shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Consultant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee Consultant acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c)) of this Paragraph 9, in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee Consultant therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee Consultant violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Consultant from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee Consultant to the reasonable satisfaction of Company, on a day to day basis.

Noncompetition, Trade Secrets, Etc. (a) During the term of this Agreement and for a period of one (1) year after the termination of his employment with the Company for any reason whatsoever, Employee Executive shall not, not directly or indirectly, solicit, induce, encourage indirectly induce or attempt to influence any client, customer, salesman or supplier executive of Company to cease to do business with or to terminate his or her employment with Company and shall not utilize for any such purpose any names and addresses of customers or clients of Company or any data on or relating to past, present or prospective (at the time of termination of Employee's employment) customers or clients of Company. b) During the term of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employeeexecutive, consultant or otherwise) or be financially interested in any business operating within the United Statesgeographical area described in Exhibit "A", attached hereto, which is involved in business activities which are the same as the as, similar to, or in competition with business activities carried on by Company, or being definitely planned by Company, including exploitation of the technology developed by Company or being developed by Company at the time of the termination of EmployeeExecutive's employment. However, nothing contained in this paragraph Paragraph 11 shall prevent Employee Executive from holding for investment no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchangeexchange or on the NASDAQ System. c(b) During the term of this Agreement and at all times thereafter, Employee Executive shall not use for his personal benefit, or disclosuredisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in this paragraph 11 Paragraph 10 above or any confidential information regarding the business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of customers or clients or clients, any data on or relating to past, present or prospective customers or clients clients, or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Employee Executive or learned or acquired by Employee Executive while in the employ of Company. d(c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Employee Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Employee Executive shall make full disclosure to Company of all such reports, plans, budgets, writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable to vest the absolute title thereto in Company. Employee Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so the that Company can prepare and present applications for copyright or Letters of Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. e(d) Employee Executive acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b), ) and (c), in view of the nature of the business in which Company is engaged engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to Company, and Employee Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. f(e) If the period of time or the area specified in subparagraphs subparagraph (a) or b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number amount of months time or the area shall be reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as is adjusted adjudged to be reasonable. If Employee Executive violates any of the restrictions extended for that contained in such subparagraph (a), the restrictive period beginning at shall not run in favor of Executive from the time of the commencement of any such violation and running until such time as such violation shall be cured by Employee Executive to the satisfaction of Company, on a day to day basis.