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

Noncompetition, Trade Secrets, Etc. (a) Except as provided in the final sentence of this subparagraph (a), for a period of one year after the Effective Date, Executive shall not directly or indirectly induce or attempt to influence any employee of Company to terminate his or her employment with Company and 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 States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusetts, which is in the business of case-ready meat processing. However, nothing contained in this Paragraph 12 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 or on the NASDAQ National Market. The non-competition period set forth in the first sentence of this subparagraph (a) shall terminate on October 31, 2000 if the Company has not terminated the Guarantee and release the Collateral on or before such date. (b) At all times after the Effective Date, Executive shall not use for his personal benefit, or disclose, 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 Paragraph 11 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, policies, procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company or developed strictly by the Company for the Company or any names and addresses of customers or clients exclusive to the Company, any proprietary data on or relating to past, present or prospective customers or clients, or any other confidential proprietary information relating to or dealing with the business operations or activities of Company, made known to Executive which was learned or acquired by Executive solely while in the employ of Company. (c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Executive has made, conceived, discovered or developed, either solely or jointly with any other person or persons, solely during the term of his employment with the Company and whether at the request or upon the suggestion of the Company, which relate to or are useful in connection with any business now carried on by the Company, shall be the sole and exclusive property of Company. (d) 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, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof would result in irreparable injuries to the Company, and 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. (e) If the period of time or the area specified in subparagraph (a) 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 adjudged to be reasonable. If Executive violates any of the restrictions contained in such subparagraph (a), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of Company.

Noncompetition, Trade Secrets, Etc. (a) Except as provided in During the final sentence term of this subparagraph the Executive's employment and for twenty four (a), for a period of one year 24) months after the Effective Datetermination or expiration thereof, (i) the Executive shall not directly or indirectly induce or attempt to influence any employee or independent contractor of the Company to terminate his or her employment with the Company and (ii) the Executive shall not (A) solicit or (B) provide (as a principal, partner, director, officer, agent, employee, consultant or otherwise) any services which are competitive with those services which the Company has previously provided, is currently providing, or plans (within the Executive's knowledge) to provide or has begun the development to provide within the following 12 months, at the time of the termination of the Executive's employment to, any existing or former client or customer of the Company (or any affiliate of such existing or former client or customer). As used herein, the phrase "within the Executive's knowledge" or the like shall mean the actual knowledge of the Executive together with any and all information which should reasonably be known by the Executive given his position with the Company. (b) During the term of the Executive's employment and for six (6) months after the expiration of the Executive's employment or the termination of the Executive's employment in the event such termination is either by the Executive with or without good cause or by the Company for good cause, the Executive shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any state, territory or foreign jurisdiction in which the States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut Company is then conducting (or Massachusetts, in which the Company has definite plans to conduct) any business which is in competition with business activities carried on by the business Company, or being definitely planned by the Company, at the time of case-ready meat processingthe termination of the Executive's employment. However, nothing contained in this Paragraph 12 Section 7(b) shall prevent Employee the Executive from holding for investment no not more than five two percent (52%) of any class of equity securities of a company whose securities are traded on a national securities exchange or on the NASDAQ National Market. The non-competition period set forth in the first sentence of this subparagraph (a) shall terminate on October 31, 2000 if the Company has not terminated the Guarantee and release the Collateral on or before such date. (b) At all times after the Effective Date, Executive shall not use for his personal benefit, or disclose, 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 Paragraph 11 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, policies, procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company or developed strictly by the Company for the Company or any names and addresses of customers or clients exclusive to the Company, any proprietary data on or relating to past, present or prospective customers or clients, or any other confidential proprietary information relating to or dealing with the business operations or activities of Company, made known to Executive which was learned or acquired by Executive solely while in the employ of Companynational interdealer quotation system. (c) Any All books, cards, records, accounts, files, notes, memoranda, computer files, disks and all records, patents, trademarks, tradenames, copyrights, advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, planscustomer sales analyses, budgetsinvoices, writingsprice lists or information, inventionssamples, improvements, processes, procedures and/or techniques which Executive has made, conceived, discovered or developed, either solely or jointly with any other person materials or persons, solely during data of the term Company are and shall remain the sole and confidential property of his employment with the Company and whether at shall be kept on the request or upon the suggestion premises of the Company, which relate to Company whenever reasonably possible; if the Company requests the return of such materials at any time during or are useful in connection with any business now carried on by at or after the Company, shall be the sole and exclusive property of Company. (d) Executive acknowledges that the restrictions contained in the foregoing subparagraphs (a), (b) and (c), in view termination of the nature of Executive's employment, the business in which Company is engaged, are reasonable and necessary in order to protect Executive shall immediately deliver the legitimate interests of Company, and that any violation thereof would result in irreparable injuries same to the Company, together with any notes, memoranda, copies, reproductions, extracts and Executive therefore acknowledges that, summations of or regarding the aforesaid materials. As used in the event of his violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary this Section 7(c) 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. (eSection 7(d) If the period of time or the area specified in subparagraph (a) 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 adjudged to be reasonable. If Executive violates any of the restrictions contained in such subparagraph (a)below, the restrictive period term "Company" shall not run in favor of Executive from include the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of Company's subsidiaries and affiliates.

Noncompetition, Trade Secrets, Etc. (a) Except as provided in During the final sentence term of this subparagraph Agreement and for a period after the termination of his employment with Bank, as set forth in subsections (a10)(a)(i)-(ii), for a period any reason whatsoever and so long as Bank is in compliance with the terms of one year after the Effective Datethis Agreement, Executive shall not directly or indirectly induce or attempt to influence any employee Executive of Company Bank to terminate his or her employment with Company Bank and 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 States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusetts, which is doing business in the County of Schuylkill which conducts business activities carried on by Bank, or being definitely planned by Bank at the time of case-ready meat processingthe termination of the Executive’s employment (the “Business Activities”). However, nothing contained in this Paragraph 12 Section 10 shall prevent Employee Executive from holding for investment no more than five percent (5%) of any class of equity securities of a company Bank whose securities are traded on a national securities exchange or on exchange. (i) If Executive terminates his employment with Bank, the NASDAQ National Market. The non-competition period set forth restrictions contained in the first sentence of this subparagraph (aSection 10(a) shall terminate on October 31apply for a period of three (3) years after he terminates his employment with Bank. (ii) If Bank terminates Executive’s employment with Bank, 2000 if Bank will not enforce the Company has not terminated restrictions contained in Section 10(a) above, however the Guarantee Bank will have the right to enforce 10(b) and release the Collateral on or before such date(c) below. (b) At During the term of this Agreement, and at all times after the Effective Datethereafter, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association association, or company Bank other than the Companythen Bank, any material referred to in Paragraph 11 Section 9 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company used or developed strictly by the Company for the Company Bank or any names and addresses of customers or clients exclusive to the Company, or any proprietary data on or relating to past, present or prospective customers or clients, clients or any other confidential proprietary information relating to or dealing with the business operations or activities of CompanyBank, made known to Executive which was or learned or acquired by Executive solely while in the employ of CompanyBank. (c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Executive has mademay make, conceivedconceive, discovered discover or developeddevelop, either solely or jointly with any other person or persons, solely at any time during the term of his employment with the Company this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the CompanyBank or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyBank, including developments or expansions of its present fields of operations, shall make full disclosure to Bank of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Bank. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Bank so that Bank can prepare and present applications for 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 Bank shall be the sole and exclusive property of Companyabsolute owner thereof in all countries in which it may desire to have copyright or patent protection. 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. (d) Executive acknowledges that the restrictions contained in the foregoing subparagraphs subsections (a), (b) and (c), in view of the nature of the business in which Company Bank is engaged, are reasonable and necessary in order to protect the legitimate interests interest of CompanyBank, and that any violation thereof would result in irreparable injuries to the CompanyBank, and Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company Bank 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 Bank may be entitled. (e) If the period of time or the area specified in subparagraph subsection (a) 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 adjudged to be reasonable. If Executive violates any of the restrictions contained in such subparagraph the foregoing subsection (a), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of CompanyBank.

Noncompetition, Trade Secrets, Etc. (a) Except as provided in During the final sentence term of this subparagraph Agreement and for a period after the termination of his employment with Bank, as set forth in subsections (a10)(a)(i)-(ii), for a period any reason whatsoever and so long as Bank is in compliance with the terms of one year after the Effective Datethis Agreement, Executive shall not directly or indirectly induce or attempt to influence any employee Executive of Company Bank to terminate his or her employment with Company Bank and 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 States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusetts, which is doing business in the County of Schuylkill which conducts business activities carried on by Bank, or being definitely planned by Bank at the time of case-ready meat processingthe termination of the Executive’s employment (the “Business Activities”). However, nothing contained in this Paragraph 12 Section 10 shall prevent Employee Executive from holding for investment no more than five percent (5%) of any class of equity securities of a company Bank whose securities are traded on a national securities exchange or on exchange. (i) If Executive terminates his employment with Bank, the NASDAQ National Market. The non-competition period set forth restrictions contained in the first sentence of this subparagraph (aSection 10(a) shall terminate on October 31apply for a period of three (3) years after he terminates his employment with Bank. (ii) If Bank terminates Executive’s employment with Bank, 2000 if Bank will not enforce the Company has not terminated restrictions contained in Section 10(a) above, however the Guarantee Bank will have the right to enforce 10(b) and release the Collateral on or before such date(c) below. (b) At During the term of this Agreement, and at all times after the Effective Datethereafter, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association association, or company Bank other than the Companythen Bank, any material referred to in Paragraph 11 Section 9 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, business policies, procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company used or developed strictly by the Company for the Company Bank or any names and addresses of customers or clients exclusive to the Company, or any proprietary data on or relating to past, present or prospective customers or clients, clients or any other confidential proprietary information relating to or dealing with the business operations or activities of CompanyBank, made known to Executive which was or learned or acquired by Executive solely while in the employ of CompanyBank. (c) Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Executive has mademay make, conceivedconceive, discovered discover or developeddevelop, either solely or jointly with any other person or persons, solely at any time during the term of his employment with the Company this Agreement, whether during working hours or at any other time and whether at the request or upon the suggestion of the CompanyBank or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanyBank, including developments or expansions of its present fields of operations, shall make full disclosure to Bank of all such writings, inventions, improvements, processes, procedures and techniques and otherwise aid and assist Bank so that Bank can prepare and present applications for 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 Bank shall be the sole and exclusive property of Companyabsolute owner thereof in all countries in which it may desire to have compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures, and techniques. (d) Executive acknowledges that the restrictions contained in the foregoing subparagraphs subsections (a), (b) and (c), in view of the nature of the business in which Company Bank is engaged, are reasonable and necessary in order to protect the legitimate interests interest of CompanyBank, and that any violation thereof would result in irreparable injuries to the CompanyBank, and Executive therefore acknowledges that, in the event of his violation of any of these restrictions, Company Bank 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 Bank may be entitled. (e) If the period of time or the area specified in subparagraph subsection (a) 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 adjudged to be reasonable. If Executive violates any of the restrictions contained in such subparagraph the foregoing subsection (a), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of CompanyBank.

Noncompetition, Trade Secrets, Etc. (a) Except as provided in 7.1 During the final sentence term of this subparagraph (a), Agreement and for a period of one year two (2) years after the Effective Datetermination of his employment with the CORPORATION for any reason whatsoever, Executive EMPLOYEE shall not directly or indirectly induce or attempt to influence any employee of Company CORPORATION to terminate his or her employment with Company CORPORATION and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant consultant, or otherwise) or be financially interested in any business, directly or indirectly, operating where CORPORATION operates its business operating within the States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusettspresently and at such time, which is involved in business activities carried on by the business CORPORATION or being definitely planned by the CORPORATION, at the time of case-ready meat processing. However, nothing contained in this Paragraph 12 shall prevent Employee from holding for investment no more than five percent (5%) the termination of any class of equity securities of a company whose securities are traded on a national securities exchange or on EMPLOYEE's employment. 7.2 During the NASDAQ National Market. The non-competition period set forth in the first sentence term of this subparagraph (a) shall terminate on October 31, 2000 if the Company has not terminated the Guarantee Agreement and release the Collateral on or before such date. (b) At at all times after the Effective Datethereafter, Executive EMPLOYEE shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the CompanyCORPORATION, any material referred to in Paragraph 11 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, business policies, billing and collection policies and procedures, techniques, research or development projects or results, trade secrets, or other proprietary knowledge or processes of the Company under or developed strictly by the Company for the Company or any names and addresses of customers or clients exclusive to the Company, any proprietary data on or relating to past, present or prospective customers or clients, or any other confidential proprietary information relating to or dealing with the business operations or activities of Company, made known to Executive which was learned or acquired by Executive solely while in the employ of CompanyCORPORATION. (c) 7.3 Any and all reports, plans, budgets, writings, inventions, improvements, processes, procedures and/or techniques which Executive has madeEMPLOYEE may make, conceivedconceive, discovered discover or developeddevelop, either solely or jointly with any other person or persons, solely at any time during the term of his employment with the Company and this Agreement, whether during working hours or at any other time or at the request or upon the suggestion of the Company, 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 make full disclosure to 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 the CORPORATION. EMPLOYEE shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the CORPORATION so that the CORPORATION can prepare and present applications for 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 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 not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. (d) Executive 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, 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 the Company, and Executive 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. (e) 7.5 If the period of time or the area specified in subparagraph (a) 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 if adjudged to be reasonable. If Executive EMPLOYEE violates any of the restrictions contained in such subparagraph (a)the foregoing subparagraph, the restrictive period shall not run in favor of Executive EMPLOYEE from the time of the commencement of any such violation until such time as such violation shall be cured by Executive EMPLOYEE to the reasonable satisfaction of Companythe CORPORATION.

Noncompetition, Trade Secrets, Etc. (a) Except as provided in During the final sentence of this subparagraph (a), Term and for a period of one (1) year after the Effective DateExecutive's voluntary termination of his employment with STL or the termination of the Executive's employment with STL for cause pursuant to paragraph 6 hereof (but not if the Executive's employment is terminated without cause pursuant to paragraph 7 hereof), the Executive shall not directly or indirectly induce or attempt to influence any employee of Company STL to terminate his or her employment employ ment with Company STL and shall not engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within in any metro- politan area in the United States of Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or Massachusettselsewhere in which STL is then conducting business, which business is involved in business activities which are the same as, similar to or in competition with business activities carried on by STL, or being definitely planned by STL, at the time of case-ready meat processingthe termination of the Executive's employment. However, nothing contained in this Paragraph 12 paragraph shall prevent Employee the 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 exchange or on the NASDAQ National Market. The non-competition period set forth in the first sentence of this subparagraph (a) shall terminate on October 31, 2000 if the Company has not terminated the Guarantee and release the Collateral on or before such dateexchange. (bi) At During the Term and at all times after thereafter, the Effective Date, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit ben- efit of any person, firm, association or company other than the Company, any material referred to in Paragraph 11 paragraph 8 above or any information not in the possession of Executive prior to the formation of the Company or not known generally in the industry regarding the proprietary business methods, business policies, procedures, techniques, research or development projects or resultsre- sults, trade secrets, secrets or other proprietary knowledge or processes of the Company or developed strictly devel- oped by the Company for the Company STL or any names and addresses of customers or clients exclusive to the Company, any proprietary data on or relating to past, present or prospective customers or clients, or any other confidential proprietary information relating to or dealing with the business operations or activities of CompanySTL, made known to Executive which was the Execu tive or learned or acquired by the Executive solely while in the employ of CompanySTL. (ii) In the event that the Executive is required, by oral questions, interrogatories, requests for information or doc- uments, subpoena, civil investigative demand or similar process, to disclose any confidential material, the Executive shall pro- vide STL with prompt notice thereof so that STL may seek an ap propriate protective order and/or waive compliance by the Execu tive with the provisions hereof; provided, however, that if in the absence of a protective order or the receipt of such a wai- ver, the Executive is, in the opinion of counsel for STL, com pelled to disclose confidential material not otherwise disclos- able hereunder to any legislative, judicial or regulatory body, agency or authority, or else to be exposed to liability for con tempt, fine or penalty or to other censure, such confidential material may be so disclosed. (c) Any and all reports, plans, budgets, writings, inventions, improvements, processesproces- ses, procedures and/or techniques which the Executive has mademay make, conceivedconceive, discovered discover or developeddevelop, either solely or jointly with any other person or persons, solely at any time during the term of his employment with the Company Term, whether during working hours or at any other time and whether at the request re- quest or upon the suggestion of the CompanySTL or otherwise, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the CompanySTL, including developments or ex- pansions of its present fields of operations, shall be the sole and exclusive property of CompanySTL. The Executive shall make full disclosure to STL of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in STL. The Executive shall write and prepare all specifications and pro- cedures regarding such inventions, improvements, processes, pro- cedures and techniques and otherwise aid and assist STL so that STL shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writ ings, inventions, improvements, processes, procedures and techni ques. (d) Executive acknowledges that During the restrictions contained in the foregoing subparagraphs (a), (b) and (c), in view of the nature of the business periods in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests provisions of Company, and that any violation thereof would result in irreparable injuries to the Company, and 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. (e) If the period of time or the area specified in subparagraph subpara graph (a) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number in effect, the Executive, directly or indir- ectly, will not seek business from any Customer (as defined be- low) on behalf of months any enterprise or business other than STL, re- fer business from any Customer to any enterprise or business oth- er than STL or receive commissions based on sales or otherwise from any Customer or any enterprise or business other than STL. "Customer" means any person, firm, corporation, partnership, as- sociation or other entity to which STL sold or provided goods or services during the area shall be reduced by twelve (12) month period prior to the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as at which any determination is adjudged required to be reasonablemade as to whether any person, firm, corporation, partnership, association or other en- tity is a Customer. If The Executive violates any further acknowledges and ag- rxxx that no separate or additional payment will be required to be made to the Executive in consideration of the restrictions contained Executive's un- dertakings in such this subparagraph (ad), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of Company.