Common use of Noninterference; Noncompetition Clause in Contracts

Noninterference; Noncompetition. (a) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive acknowledges that in the course of his employment with IH he has and will continue to become familiar with IH’s trade secrets and with other Proprietary Information concerning IH and that his services shall be of special, unique and extraordinary value to IH. Therefore, Executive agrees that, during the Period of Employment and thereafter for the greater of (i) twenty-four (24) months or (ii) the Severance Period: (1) Executive will not directly or indirectly solicit any business involving or similar to any existing or planned products marketed by IH from any person or organization which is, or has been, a customer of IH; (2) Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of IH or any Affiliate to withdraw, curtail or cancel its business dealings with IH or any Affiliate (including making any negative statements or communications about IH or any of its Affiliates); and (3) Executive will not directly or indirectly recruit, hire, solicit or attempt to solicit (other than through advertisements or general solicitations) any person who was an employee of IH or any of its Affiliates at any time during the six-month period immediately prior to the date on which such hiring would take place, or encourage or otherwise cause any employee of IH or any Affiliate to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other employer. (b) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive agrees that, during the Period of Employment and for a period of twenty-four (24) months after the termination of such Period of Employment, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH (i) during the Period of Employment, in any location, and (ii) for the twenty-four (24) month period following the termination of the Period of Employment, in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 7 shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 7 occurred. (c) If Executive breaches, or threatens to commit a breach of, any of the provisions of this Section 7, IH shall be entitled, in addition to all other available rights and remedies, to withhold any of the amounts agreed to be paid to Executive hereunder and IH shall also be entitled to terminate his employment status hereunder and the provision of any benefits and compensation conditioned upon such status. If, at the time of enforcement of this Section 7, a court shall hold that the duration or scope restrictions stated herein are unenforceable under circumstances then existing, the parties agree that the maximum duration or scope that is enforceable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law.

Noninterference; Noncompetition. (a) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive acknowledges that in the course of his employment with IH he has and will continue to become familiar with IH’s trade secrets and with other Proprietary Information concerning IH and that his services shall be of special, unique and extraordinary value to IH. Therefore, Executive agrees that, during the Period of Employment and thereafter for the greater of (i) twenty-four twelve (2412) months or (ii) the Severance Period: (1) Executive will not directly or indirectly solicit any business involving or similar to any existing or planned products marketed by IH from any person or organization which is, or has been, a customer of IH; (2) Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of IH or any Affiliate to withdraw, curtail or cancel its business dealings with IH or any Affiliate (including making any negative statements or communications about IH or any of its Affiliates); and (3) Executive will not directly or indirectly recruit, hire, solicit or attempt to solicit (other than through advertisements or general solicitations) any person who was an employee of IH or any of its Affiliates at any time during the six-month period immediately prior to the date on which such hiring would take place, or encourage or otherwise cause any employee of IH or any Affiliate to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other employer. (b) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive agrees that, during the Period of Employment and for a period of twenty-four twelve (2412) months after the termination of such Period of Employment, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH (i) during the Period of Employment, in any location, and (ii) for the twenty-four twelve (2412) month period following the termination of the Period of Employment, in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 7 shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 7 occurred. (c) If Executive breaches, or threatens to commit a breach of, any of the provisions of this Section 7, IH shall be entitled, in addition to all other available rights and remedies, to withhold any of the amounts agreed to be paid to Executive hereunder and IH shall also be entitled to terminate his employment status hereunder and the provision of any benefits and compensation conditioned upon such status. If, at the time of enforcement of this Section 7, a court shall hold that the duration or scope restrictions stated herein are unenforceable under circumstances then existing, the parties agree that the maximum duration or scope that is enforceable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law.

Noninterference; Noncompetition. (a) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive acknowledges that in the course of his employment with IH he has and will continue to become familiar with IH’s trade secrets and with other Proprietary Information concerning IH and that his services shall be of special, unique and extraordinary value to IH. Therefore, Executive agrees that, during the Period of Employment and thereafter for the greater of (i) twentythirty-four six (2436) months or (ii) the Severance Period: (1) Executive will not directly or indirectly solicit any business involving or similar to any existing or planned products marketed by IH from any person or organization which is, or has been, a customer of IH; (2) Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of IH or any Affiliate to withdraw, curtail or cancel its business dealings with IH or any Affiliate (including making any negative statements or communications about IH or any of its Affiliates); and (3) Executive will not directly or indirectly recruit, hire, solicit or attempt to solicit (other than through advertisements or general solicitations) any person who was an employee of IH or any of its Affiliates at any time during the six-month period immediately prior to the date on which such hiring would take place, or encourage or otherwise cause any employee of IH or any Affiliate to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other employer. (b) In further consideration of the compensation to be paid to Executive hereunder and IH’s repurchase of Executive’s Shares upon termination or expiration of the Period of Employment (if applicable), Executive agrees that, during the Period of Employment and for a period of twentythirty-four six (2436) months after the termination of such Period of Employment, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH (i) during the Period of Employment, in any location, and (ii) for the twentythirty-four six (2436) month period following the termination of the Period of Employment, in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 7 shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 7 occurred. (c) If Executive breaches, or threatens to commit a breach of, any of the provisions of this Section 7, IH shall be entitled, in addition to all other available rights and remedies, to withhold any of the amounts agreed to be paid to Executive hereunder and IH shall also be entitled to terminate his employment status hereunder and the provision of any benefits and compensation conditioned upon such status. If, at the time of enforcement of this Section 7, a court shall hold that the duration or scope restrictions stated herein are unenforceable under circumstances then existing, the parties agree that the maximum duration or scope that is enforceable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law.