Common use of Nondisclosure; Noncompetition Clause in Contracts

Nondisclosure; Noncompetition. (a) Seller and PictureTel agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or PictureTel from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three years from the Closing Date, Seller, PictureTel and their affiliates (the "PictureTel Group") shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, control, invest in so that a more than 10% interest is acquired, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's business); or (3) solicit the business of any of such customer or former customer with respect to the business conducted by Seller.

Nondisclosure; Noncompetition. (a) Seller and PictureTel Principal Stockholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or PictureTel Principal Stockholders from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel Principal Stockholders will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three four years from the Closing Date, Seller, PictureTel Principal Stockholders and their affiliates (defined to include (i) any entity (x) controlled by Seller or Principal Stockholders, (y) controlling (i.e. owning beneficially more than 50% of) Seller or Principal Stockholders or (z) under common control with Seller or Principal Stockholders; or (ii) any executive officer, director or 5% or greater holder of the voting equity of Seller who is not employed by the Buyer or its subsidiaries immediately after the Closing or any entity controlled by such person; PROVIDED, HOWEVER, notwithstanding the foregoing, that ownership of less than 5% of the total voting equity of a publicly held company which competes with the Business shall not be a violation of this Section 10.04(b) (collectively, the "PictureTel Seller Group")) shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in so that a more than 10% interest is acquiredany manner, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1x) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2y) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's business); or (3z) solicit the business of any of such customer or former customer with respect to the business conducted by Seller.

Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller and PictureTel agree Parent shall not use, divulge, furnish or make accessible to use anyone any proprietary, material non-public, confidential or disclose at any time after consummation of secret information to the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information that Buyer considers confidential extent relating to designsRIH, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), New Pier or the skills, abilities and compensation of the Buyer Group's employeesWarehouse Assets, and all other similar Parent and Seller shall cooperate reasonably with Buyer in preserving such proprietary, confidential or secret aspects of RIH, New Pier and the Warehouse Assets. Notwithstanding the foregoing, Seller and Parent may use, divulge, furnish or make accessible any such information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or PictureTel from (i) to their attorneys, accountants, consultants, and other professionals to the use extent necessary, (ii) as required to be disclosed by a Governmental Authority or a court having proper jurisdiction, provided, that if such a requirement shall exist, Seller and Parent shall give Buyer reasonable notice to enable Buyer to try to protect the confidentiality of the information, (iii) if disclosure is necessary so that Seller or Parent not commit a violation of the rules of any securities exchange or market or is necessary in connection with any legal proceeding, (iv) if the same currently is, or hereafter is, in the public domain through no fault of Seller or Parent, (v) if the same is later acquired by Seller or Parent from another source and Seller or Parent is not aware that such source is under an obligation to another Person to keep such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashionconfidential, or (iivi) disclosure of such information required if the same is independently developed by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law Parent without reference thereto or order requiring disclosure and the disclosure to be made in accordance therewithreliance thereon. (b) For a period of three two years after the Closing Date, SIHL, Parent and Seller shall not, and shall cause each of their controlled Affiliates not to, directly or indirectly, own stock or otherwise have an equity interest in any Person engaged in the casino industry in the State of New Jersey (except as a holder of equity securities holding less than 5% of the stock of a publicly held corporation or other entity). Neither SIHL, Parent nor Seller, shall, for a period of two years from the Closing Date, Sellersolicit for hire or hire, PictureTel and their affiliates (the "PictureTel Group") shall not, any senior management employee of RIH or New Pier without the prior written consent of an officer authorized Buyer; provided, however, that the foregoing restriction will not preclude Seller or Parent from employing any such employee who seeks employment with Seller or Parent in response to act in the matter by the Board a general advertisement or similar method. SIHL, Parent, and Seller agree that a violation of Directors of this Section 6.5 will cause irreparable injury to Buyer, directly and Buyer shall be entitled, in addition to any other rights and remedies it may have at law or indirectly: in equity, to an injunction enjoining and restraining SIHL, Parent and Seller from doing or continuing to do any such violation and any other violations or threatened violations of this Section 6.5. (c) SIHL, Parent and Seller acknowledge and agree that the covenants set forth in this Section 6.5 are reasonable and valid in scope and in all other material respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) ownthe remaining terms and provisions hereof shall be unimpaired, manage, operate, control, invest in so that a more than 10% interest is acquired, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or and (ii) on the PictureTel Group's behalf invalid or on behalf of anyone else engaged in any such line of business (1) persuade unenforceable term or attempt provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to persuade any employee of any member expressing the intention of the Buyer Group invalid or unenforceable term or provision. If, notwithstanding the first sentence of this Section 6.5(c), any individual who was an employee of any member of the Buyer Group during the one year prior to the date provisions of this Agreement, Section 6.5 relating to leave the employ of any member scope of the Buyer Group covenants contained therein or to become employed by any person other than the members nature of the Buyer Group or hire any business restricted thereby shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such employee; (2) persuade or attempt court deems enforceable, such provision shall be deemed to persuade any current client or former customer of any member of be replaced herein by the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's business); or (3) solicit the business of any of maximum restriction deemed enforceable by such customer or former customer with respect to the business conducted by Sellercourt.

Nondisclosure; Noncompetition. (a) The Seller and PictureTel agree agrees not to use or disclose in the territory of the United States at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Buyer, any trade secrets, proprietary information or other information including printed material, signage or electronic media, relating to the SES Business that the Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by the Seller prior to the Closing or by the Buyer or any of its affiliates Affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller or PictureTel from (i) preclude the Seller from the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) preclude the Seller from disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order the Seller or PictureTel will give the Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith, or (iii) apply with respect to such trade secrets, proprietary information or such other information described above to the extent such information is currently used by the Seller in the ordinary course of other businesses provided that with respect to subparagraph (iii) such disclosure does not materially adversely affect the SES Business. (b) For a period of three years from the Closing Date, Date the Seller and its Affiliates (defined as any person or entity (x) controlled by the Seller, PictureTel and their affiliates (y) controlling (i.e. owning beneficially more than 50% of) the "PictureTel Seller or (z) under common control with the Seller (collectively, the “Seller Group"”) shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of the Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in so that a more than 10% interest is acquiredin, or otherwise be connected with, whether as an officer, director, employee, a partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the SES Business except as provided for in the Transition Services Agreement; provided, however, notwithstanding the foregoing, that (A) ownership of less than 5% of the total voting equity of a publicly held company which competes with the SES Business or (B) participation by senior executives, analysts, sales persons, and editors of the Seller at tradeshows, conferences and other events, (C) co-ownership of the ISPCON events, (D) the operation of the ITSMF events, (E) owning and operating DRM events, WiFi events or events related to the Seller’s other divisions (or conducting the Seller’s business currently conducted generally); provided, however, that such events do not compete in the same interactive marketing sector in which the SES Business is conducted, do not compete with SES Business Conference Events for which customers are charged Fees and do not compete with the Websites, (F) participation by Sellerthe Seller at tradeshows, conferences and other events or (G) publishing articles on its websites related to search engines and on-line marketing; provided, however, that the content of such publications does not constitute more than 10% of the total website content of the Seller over a one month period, shall not be a violation of this Section 10.04(b) or (ii) on the PictureTel Group's behalf or on behalf of itself or anyone else engaged in any such line of business (1x) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; , (2y) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business withbusiness, or to reduce the amount of business it does or intends or anticipates doing with, the Buyer (or any successor to the Buyer's ’s business); ) or (3z) solicit the business of any of such customer or former customer with respect to the business conducted by Sellerthe Seller in respect of the SES Business. (c) In the event of a breach or threatened breach by a member of the Seller Group of the covenants in this Section 10.04, the Seller acknowledges that the Buyer may not have an adequate remedy at law for money damages. Accordingly, in the event of such breach or threatened breach, the Buyer will be entitled to such equitable and injunctive relief as may be available to restrain any member of the Seller Group from the violation of the provisions of this Section 10.04 in addition to any other remedy to which the Buyer may be entitled, at law or in equity, for such breach or threatened breach.

Nondisclosure; Noncompetition. (a) Seller and PictureTel Shareholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller or PictureTel and Shareholders from (i) the use or disclosure of such information (other than customer and supplier lists) which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three years from the Closing Date, Seller, PictureTel Shareholders and their affiliates Seller (the "PictureTel “Seller Group"”) shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in so that a more than 10% interest is acquiredany manner, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by SellerBusiness; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1x) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2y) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's ’s business); or (3z) solicit the business of any of such customer or former customer with respect to the business Business conducted by Seller. Notwithstanding anything herein to the contrary, this Section 9(b) shall not prevent any member of the Seller Group from acquiring as an investment securities representing not more than five percent (5%) of the outstanding voting securities of any publicly-held corporation or from being a passive investor in any mutual fund, hedge fund, private equity fund or similar pooled account so long as such person’s interest therein is less than five percent (5%) and he has no role in selecting or managing investments thereof.

Nondisclosure; Noncompetition. (a) Seller and PictureTel Shareholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller or PictureTel any of the Shareholders from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel Shareholders, as the case may be, will give Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three years from the Closing DateDate or for a longer period pursuant to the Employment Agreements, if applicable, Seller, PictureTel Shareholders and their affiliates (defined to include (i) any entity (x) controlled by Seller or Shareholders, (y) controlling Seller or (z) under common control with Seller; or (ii) any executive officer, director or 5% or greater holder of the "PictureTel voting equity of Seller who is not employed by an affiliate of Trinity Biotech plc immediately after the Closing or any entity controlled by such person; provided, however, notwithstanding the foregoing, that ownership of less than 5% of the total voting equity of a publicly held company which competes with the Business shall not be a violation of this Section 10.05(b)) (the “Seller Group"”) shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in so that a more than 10% interest is acquiredany manner, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1x) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2y) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's ’s business); or (3z) solicit the business of any of such customer or former customer with respect to the business conducted by Seller.. Back to Contents

Nondisclosure; Noncompetition. (a) Seller and PictureTel agree Encompass will not to use or disclose at any time from and after consummation the date of this Agreement divulge, furnish to or make accessible to anyone not affiliated with the Company any knowledge or information with respect to Business Technology or with respect to any other proprietary confidential or secret aspects of the transactions contemplated herebyBusiness (collectively, "Confidential Information"), except (i) as may be required under applicable laws, (ii) as may be reasonably necessary in connection with the obtaining of licenses or other Permits relating to the Business by the Company, and (iii) as to Confidential Information provided to any person, on a need-to-know basis, who is required to keep such information confidential under the terms of a written confidentiality agreement. Encompass agrees that any Confidential Information made available to it or any of its directors, officers, employees, advisors or agents by or on behalf of Alba and/or its Affiliates shall be used only by the Company solely for purposes of operating the Business. Notwithstanding the foregoing, any information, which (i) at or prior to the time of disclosure was generally available to the public through no breach of these covenants or (ii) was available to the public on a nonconfidential basis prior to its disclosure shall not be deemed Confidential Information for purposes hereof, and the undertakings in these covenants with respect to Confidential Information shall not apply thereto. (b) Alba will not at any time from and after the date of this Agreement divulge, furnish to or make accessible to anyone not affiliated with the Company any Confidential Information, except (i) as may be required under applicable laws, (ii) as may be reasonably necessary in connection with the obtaining of licenses or other Permits relating to the Business by the Company and (iii) as to Confidential Information provided to any person, on a need-to-know basis, who is required to keep such information confidential under the terms of a written confidentiality agreement. Alba agrees that any Confidential Information made available to it or any of its directors, officers, employees, advisors or agents by or on behalf of Encompass and/or its Affiliates shall be used only by the Company solely for purposes of operating the Business. Notwithstanding the foregoing, any information, which (i) at or prior to the time of disclosure was generally available to the public through no breach of these covenants or (ii) was available to the public on a nonconfidential basis prior to its disclosure shall not be deemed Confidential Information for purposes hereof, and the undertakings in these covenants with respect to Confidential Information shall not apply thereto. (c) GE Capital will not at any time from and after the date of this Agreement divulge, furnish to or make accessible to anyone not affiliated with the Company any Confidential Information, except (i) as may be required under applicable laws and (ii) as to Confidential Information provided to any person, on a need-to-know basis, who is required to keep such information confidential under the terms of a written confidentiality agreement. GE Capital agrees that any Confidential Information made available to it or any of its directors, officers, employees, advisors or agents by or on behalf of Alba, Encompass and/or their respective Affiliates shall be used only by the Company solely for purposes of operating the Business. Notwithstanding the foregoing, any information, which (i) at or prior to the time of disclosure was generally available to the public through no breach of these covenants or (ii) was available to the public on a nonconfidential basis prior to its disclosure shall not be deemed Confidential Information for purposes hereof, and the undertakings in these covenants with respect to Confidential Information shall not apply thereto. (d) Encompass agrees that, without the prior written consent of an officer authorized to act in Alba and the matter by Company, it will not, and will cause its Affiliates not to, at any time after the Board date of Directors this Agreement and until five (5) years following the date on which none of Buyer, any trade secrets, proprietary information or other information that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer Encompass or any of its affiliates Permitted Transferees (as defined in the "Buyer Group")Operating Agreement) owns, directly or indirectly, any interest in the skillsCompany, abilities and compensation directly or indirectly engage in any Competitive Business (as defined below) within the geographic territory consisting of the Buyer Group's employeesUnited States, Canada and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the publicMexico; PROVIDED, HOWEVER, that this provision shall not preclude Seller Encompass or PictureTel from any of its Affiliates may invest in the securities of any enterprise (i) but without otherwise participating in the use or disclosure activities of such information which presently is known generally to the public enterprise) if (x) such securities are listed on any national or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement regional securities exchange or in any other unauthorized fashion, the over-the-counter market or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three years from the Closing Date, Seller, PictureTel and their affiliates (the "PictureTel Group") shall not, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, control, invest in so that a more than 10% interest is acquired, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2) persuade or attempt to persuade any current client or former customer of any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Buyer (or any successor to Buyer's business); or (3) solicit the business of any of such customer or former customer with respect to the business conducted by Seller.have been

Nondisclosure; Noncompetition. (a) Seller and PictureTel agree agrees not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or PictureTel from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or PictureTel will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith. (b) For a period of three two (2) years from the Closing Date, the Seller, PictureTel any entity controlling, controlled by or under common control with Seller, and their affiliates Rxxxx Xxxxxxx (the "PictureTel GroupRestricted Person") shall notseverally agrees not to, without the written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, directly or indirectly: (i) own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in so that a more than 10% interest is acquiredany manner, whether as an officer, director, employee, partner, investor, consultant, lender or otherwise, any business entity which is engaged in, or is in any way related to or competitive with, the business currently conducted by Seller; or (ii) on the PictureTel Group's behalf or on behalf of anyone else engaged in any such line of business (1x) persuade or attempt to persuade any employee of any member of the Buyer Group or any individual who was an employee of any member of the Buyer Group during the one year prior to the date of this Agreement, to leave the employ of any member of the Buyer Group or to become employed by any person other than the members of the Buyer Group or hire any such employee; (2y) persuade or attempt to persuade any current client or former customer of Seller or any member of the Buyer Group to cease doing business with, or to reduce the amount of business it does or intends or anticipates doing with, Seller or Buyer (or any successor to Seller or Buyer's business); or (3z) solicit the business of any of such customer or former customer with respect to the business conducted by Seller. Notwithstanding the foregoing, ownership of less than 5% of the total voting equity of a publicly held company which competes with the Business shall not be a violation of this Section 10.08(b). Each of Fxxxxxxxx Xxxx, Bxxxxxxx Xxxxxxxxx and Kxxxx Xxxxxx are not subject to this Section 10.08(b) by virtue of their office as directors of Seller, notwithstanding any other non-competition agreements to which they may be subject.