Common use of Nondisclosure and Noncompetition Agreement Clause in Contracts

Nondisclosure and Noncompetition Agreement. The Executive hereby acknowledges, represents, warrants and covenants that: (a) Except in the performance of duties on behalf of the Company, the Executive shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, unless such Confidential Material ceases (through no fault of the Executive's) to be confidential because it has become part of the public domain. All records, files, drawings, documents, notes, disks, diskettes, tapes, magnetic media, photographs, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Company's business, which the Executive prepares, uses or encounters during the course of his employment, shall be and remain the Company's sole and exclusive property and shall be included in the Confidential Material. Upon termination of the Employment Agreement by any means, or whenever requested by the Company, the Executive shall promptly deliver to the Company any and all of the Confidential Material, not previously delivered to the Company, that may be or at any previous time has been in the Executive's possession or under the Executive's control; (b) The Executive agrees that he shall not engage in unfair competition either during the time employed by the Company or any time thereafter; (c) The Executive will not, within one year following the termination of his employment with the Company (the "Post-Termination Period"), accept an employment or consulting relationship, directly or indirectly, with any entity engaged in the business of home respiratory therapy, home infusion therapy, and home medical equipment, within the United States. Without limiting the generality of the foregoing, during the Post-Termination Period, the Executive has not accepted and will not accept any employment or consulting relationship with any Principal Competitor; (d) During the term of his employment and during the Post-Termination Period, the Executive will not initiate communications with any of the Company's employees who earned annually $50,000 or more as a Company employee during six-month period prior to the termination of such employee's employment with the Company, for the purpose of soliciting such employee to work for any other business, individual, partnership, firm, corporation, or other entity; and (e) During the term of his employment and during the Post-Termination Period, the Executive will not influence or attempt to influence customers of the Company or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company.

Nondisclosure and Noncompetition Agreement. The Executive hereby acknowledges, represents, warrants and covenants that: (a) Except in the performance of duties on behalf of the Company, the Executive shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, unless such Confidential Material ceases (through no fault of the Executive's’s) to be confidential because it has become part of the public domain. All records, files, drawings, documents, notes, disks, diskettes, tapes, magnetic media, photographs, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Company's ’s business, which the Executive prepares, uses or encounters during the course of his employment, shall be and remain the Company's ’s sole and exclusive property and shall be included in the Confidential Material. Upon termination of the Employment Agreement by any means, or whenever requested by the Company, the Executive shall promptly deliver to the Company any and all of the Confidential Material, not previously delivered to the Company, that may be or at any previous time has been in the Executive's ’s possession or under the Executive's ’s control; (b) The Executive agrees that he shall not engage in unfair competition either during the time employed by the Company or any time thereafter; (c) The Executive will not, within one year following the termination of his employment with the Company (the "“Post-Termination Period"”), accept an employment or consulting relationship, directly or indirectly, with any entity engaged in the business of home respiratory therapy, home infusion therapy, and home medical equipment, within the United States. Without limiting the generality of the foregoing, during the Post-Termination Period, the Executive has not accepted and will not accept any employment or consulting relationship with any Principal Competitor; (d) During the term of his employment and during the Post-Termination Period, the Executive will not initiate or respond to communications with any of the Company's ’s employees who earned annually $50,000 or more as a Company employee during six-month period prior to the termination of such employee's ’s employment with the Company, for the purpose of soliciting such employee employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (e) During the term of his employment and during the Post-Termination Period, the Executive will not influence or attempt to influence customers of the Company or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (f) During the Post-Termination Period, (i) the Executive will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company, or that is or reasonably would be expected to be damaging to the reputation of the Company, (ii) the Company will use its best efforts to not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Executive, or that is or reasonably would be expected to be damaging to the reputation of the Executive.